false
0001460602
0001460602
2025-01-28
2025-01-28
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): January 28, 2025
ORGENESIS
INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-38416 |
|
98-0583166 |
| (State
or other jurisdiction |
|
(Commission
File |
|
(IRS
Employer |
| of
incorporation) |
|
Number)
|
|
Identification
No.) |
20271
Goldenrod Lane, Germantown, MD 20876
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (480) 659-6404
Not
Applicable
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock |
|
ORGS
|
|
*
|
*
On October 17, 2024, the Nasdaq Stock Market (“Nasdaq”) notified Orgenesis Inc. (the “Company”) that it plans
to file a notification of removal from listing (Form 25) with the Securities and Exchange Commission (the “SEC”) to delist
the Company’s common stock from Nasdaq upon the completion of all applicable procedures. After the Form 25 is filed by Nasdaq,
the delisting will become effective 10 days later. The deregistration of the Company’s common stock under Section 12(b) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), will occur 90 days following the filing of the Form 25,
or such shorter period as the SEC may determine. Upon deregistration of the Company’s common stock under Section 12(b) of the Exchange
Act, the Company’s common stock will remain registered under Section 12(g) of the Exchange Act. The Company’s common stock
began trading on the OTCQX operated by the OTC Markets Group, Inc. beginning on October 21, 2024.
Indicate
by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b -2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
– 1.01 Entry into a Material Definitive Agreement.
Orgenesis
Inc (“Orgenesis” or the “Company”), entered into an Equity Purchase Agreement with Williamsburg Venture Holdings,
LLC, a Nevada limited liability company (“Investor”), pursuant to which the Investor agreed to invest up to Five Million
Dollars ($5,000,000) over a 24-month period (unless otherwise determined therein) in accordance with the terms and conditions of an Equity
Purchase Agreement, dated as of January 22, 2025, by and between Orgenesis and the Investor (the “Equity Purchase Agreement”).
In connection with the Equity Purchase Agreement, the parties also entered into a Registration Rights Agreement (the “Registration
Rights Agreement”) pursuant to which the Company agreed to register with the SEC the ordinary shares issuable under the Equity
Purchase Agreement, among other securities. The Investor agrees to fund $750,000 upon the Registration Statement being deemed effective
by the SEC. During the remaining term, the Company shall be entitled to put to the Investor, and the Investor shall be obligated to purchase,
such number of ordinary shares of Orgenesis (such shares, the “Put Shares”) and at such price as are determined in accordance
with the Equity Purchase Agreement. The per share purchase price for the Put Shares shall be 90% of the market price defined as the average
of the two (2) lowest Volume-Weighted Average Price (VWAP) for the five (5) consecutive trading days immediately preceding the relevant
Clearing Date (defined therein), as reported by Bloomberg Finance L.P. or other reputable source. At the Company’s option, under
an Accelerated Purchase Notice (defined therein), the Company may deliver a put notice by 11:00 AM on a particular day with a per share
purchase price that would be the lowest traded price on that day. Further, in consideration of Orgenesis’ Put rights, the Investor
shall be entitled to 168,182 ordinary shares of Orgenesis from the date of the Equity Purchase Agreement and pursuant to the Equity Purchase
Agreement, the Investor may not acquire at any point, more than 9.99% of the outstanding ordinary shares of Orgenesis.
The
foregoing descriptions of the Equity Purchase Agreement and the Registration Rights Agreement do not purport to be complete, and are
subject to, and qualified in their entirety by reference to the Investment Agreement and the Registration Rights Agreement, which are
filed as Exhibits 10.1 and 10.2 to this Current Report and incorporated herein by reference. A copy of the press release is attached
to this Current Report as Exhibit 99.1, and the information in Exhibit 99.1 and 99.2 is incorporated herein by reference.
Item
- 9.01 Financial Statements and Exhibits.
(d)
Exhibits
*
Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally
a copy of any omitted attachment to the SEC upon request.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
ORGENESIS
INC. |
| |
|
| Date:
January 28, 2025 |
By:
|
/s/
Victor Miller |
| |
|
Victor
Miller |
| |
|
Chief
Financial Officer, Treasurer and Secretary |
Exhibit 10.1
EQUITY
PURCHASE AGREEMENT
THIS
EQUITY PURCHASE AGREEMENT (this “Agreement”) is entered into as of January 22, 2025 (the “Execution Date”),
by and between Orgenesis Inc, a Nevada corporation (the “Company”), and Williamsburg Venture Holdings, LLC, a Nevada
limited liability company (the “Investor”).
RECITALS
WHEREAS,
the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Investor,
from time to time as provided herein, and the Investor shall purchase from the Company of Five Million Dollars ($5,000,000.00) of the
Company’s Common Stock (as defined below);
NOW,
THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the Company and the Investor hereby agree as follows:
ARTICLE
I
CERTAIN DEFINITIONS
Section
1.1 RECITALS. The parties acknowledge and agree that the recitals set forth above are true and correct and are hereby incorporated
in and made a part of this Agreement.
Section
1.2 DEFINED TERMS. As used in this Agreement, the following terms shall have the following meanings specified or indicated (such
meanings to be equally applicable to both the singular and plural forms of the terms defined):
“Accelerated
Purchase Price” Shall mean the lowest traded price of the Accelearated Purchase Date.
“Accelerated
Purchase Purchae Notice” shall mean the Company has the right to put to the investor the lessor of up to 150% or $1,000,000 of
the daily-traded volume of the Company’s Common Stock on the accelerated purchase date. An accelearated purchase notice must be
delivered to the investor by 9am ET the day of the accelarated purchase.
“Agreement”
shall have the meaning specified in the preamble hereof.
“Available
Amount” means, initially, the Maximum Commitment Amount, which amount shall be reduced by the Investment Amount following each
successful Closing, each time the Investor purchases shares of Common Stock pursuant to a Put.
“Average
Daily Trading Volume” shall mean the average trading volume of the Company’s Common Stock in the ten (10) Trading Days
immediately preceding the respective Put Date.
“Bankruptcy
Law” means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors.
“Claim
Notice” shall have the meaning specified in Section 9.3(a).
“Clearing
Costs” shall mean all of the Investor’s broker and Transfer Agent fees.
“Clearing
Date” shall be the date on which the Investor receives the Put Shares as DWAC Shares in its brokerage account.
“Closing”
shall mean one of the closings of a purchase and sale of shares of Common Stock pursuant to Section 2.3.
“Closing
Certificate” shall mean the closing “Officer’s Certificate” of the Company in the form of Exhibit
B hereto
“Closing
Date” shall mean the date of any Closing hereunder.
“Commitment
Period” shall mean the period commencing on the Execution Date, and ending on the earlier of (i) the date on which the
Investor shall have purchased Put Shares pursuant to this Agreement equal to the Maximum Commitment Amount, (ii) December __, 2026, or
(iii) written notice of termination by the Company to the Investor (which shall not occur at any time that the Investor holds any of
the Put Shares).
“Commitment
Shares” means 168,182 shares of Common
Stock issued by the Company to the
Investor pursuant to Section 6.5.
“Common
Stock” shall mean the Company’s common stock, $0.0001 par value per share, and any
shares of any other class of common stock whether
now or hereafter authorized, having the right to participate in the distribution of dividends
(as and when declared) and assets (upon liquidation of the Company).
“Common
Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle
the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred
stock, right, option, warrant or other instrument that is at any time convertible
into or exercisable or exchangeable for, or otherwise entitles the holder thereof
to receive, Common Stock.
“Company”
shall have the meaning specified in the preamble to this Agreement. “Confidential Information”
means any information disclosed by either party to this Agreement,
or their affiliates, agents or representatives, to the other party to this Agreement, either directly or indirectly, in writing, orally
or by inspection of tangible objects (including, without limitation, documents, formulae, business information, trade secrets, technology,
strategies. prototypes, samples, plant and equipment), which may or may not be designated as “Confidential,” “Proprietary”
or some similar designation. Information communicated orally shall be considered Confidential Information if such information is confirmed
in writing as being Confidential Information within ten (10) Trading Days after the initial disclosure. Confidential Information may
also include information disclosed by third parties. Confidential Information shall not, however, include any information which (i) was
publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes
publicly known and made generally available after disclosure by the disclosing party to the receiving party through no fault, action
or inaction of the receiving party; (iii) is already in the possession of the receiving party at the time of disclosure by the disclosing
party as shown by the receiving party’s files and records immediately prior to the time of disclosure; (iv) is obtained by the
receiving party from a third party without a breach of such third party’s obligations of confidentiality; (v) is independently
developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, as shown by documents
and other competent evidence in the receiving party’s possession; or (vi) is required by law to be disclosed by the receiving party,
provided that the receiving party gives the disclosing party prompt written notice of such requirement prior to such disclosure and assistance
in obtaining an order protecting the information from public disclosure.
“Current
Report” shall have the meaning set forth in Section 6.4.
“Custodian”
means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.
“Damages”
shall mean any loss, claim, damage, liability, cost and expense (including, without limitation, reasonable attorneys’ fees and
disbursements and costs and expenses of expert witnesses and investigation).
“Dispute
Period” shall have the meaning specified in Section 9.3(a).
“Disqualification
Event” shall have the meaning specified in Section 4.27.
“DTC”
shall mean The Depository Trust Company, or any successor performing substantially the same function for the Company.
“DTC/FAST
Program” shall mean the DTC’s Fast Automated Securities Transfer Program.
“DWAC”
shall mean Deposit Withdrawal at Custodian as defined by the DTC.
“DWAC
Eligible” shall mean that (a) the Common Stock is eligible at DTC for full services pursuant to DTC’s operational
arrangements, including, without limitation, transfer through DTC’s DWAC system, (b) the Company has been approved (without revocation)
by the DTC’s underwriting department, (c) the Transfer Agent is approved as an agent in the DTC/FAST Program, (d) the Commitment
Shares or Put Shares, as applicable, are otherwise eligible for delivery via DWAC, and (e) the Transfer Agent does not have a policy
prohibiting or limiting delivery of the Put Shares or Commitment Shares, as applicable, via DWAC.
“DWAC
Shares” means shares of Common Stock that are (i) issued in electronic form, (ii) freely tradable and transferable and
without restriction on resale and (iii) timely credited by the Company to the Investor’s or its designee’s specified DWAC
account with DTC under the DTC/FAST Program, or any similar program hereafter adopted by DTC performing substantially the same function.
“Environmental
Laws” shall have the meaning set forth in Section 4.14.
“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“Execution
Date” shall have the meaning set forth in the preamble to this Agreement.
“FINRA”
shall mean the Financial Industry Regulatory Authority, Inc.
“Indemnified
Party” shall have the meaning specified in Section 9.2.
“Indemnifying
Party” shall have the meaning specified in Section 9.2.
“Indemnity
Notice” shall have the meaning specified in Section 9.3(b).
“Intellectual
Property” shall mean all trademarks, trademark applications, trade names, service marks, service mark registrations,
service names, patents, patent applications, patent rights, copyrights, inventions, licenses, approvals, government authorizations, trade
secrets or other intellectual property rights.
“Investment
Amount” shall mean the dollar value equal to the amount of Put Shares referenced in the Put Notice multiplied by the
Purchase Price minus the Clearing Costs.
“Investor”
shall have the meaning specified in the preamble to this Agreement.
“Issuer
Covered Person” shall have the meaning specified in Section 4.27.
“Lien”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or any other restriction.
“Market
Price” shall mean the average of the two (2) lowest Volume-Weighted Average Price (VWAP) of the Common Stock on the
Principal Market for any Trading Day during the Valuation Period, as reported by Bloomberg Finance L.P. or other reputable source.
“Material
Adverse Effect” shall mean any effect on the business, operations, properties, or financial condition of the Company
and/or the Subsidiaries that is material and adverse to the Company and/or the Subsidiaries and/or any condition, circumstance, or situation
that would prohibit or otherwise materially interfere with (excluding however, any effect resulting from general economic trends or conditions,
epidemics, wars other force majeure events applicable to the industry or country as a whole) the ability of the Company and/or the Subsidiaries
to enter into and/or perform its obligations under any Transaction Document.
“Maximum
Commitment Amount” shall mean Five Million Dollars ($5,000,000.00).
“Maximum
Put Amount” shall mean that the lesser of (i) such amount that equals two hundred percent (200%) of the Average Daily
Trading Volume for the ten (10) days prior to the Closing Request Date, and (ii) One Million Dollars ($1,000,000.00). In the event that
the 200% average of the shares traded for the 10 days prior to the Closing Request Date is not equal to at least $50,000, the Company
has the right to deliver a put notice limited to $50,000. The Investor agrees to fund $750,000 upon the Registration Statement being
deemed effective by the SEC.
“Person”
shall mean an individual, a corporation, a partnership, an association, a trust or other entity or organization, including a government
or political subdivision or an agency or instrumentality thereof.
“Principal
Market” shall mean any of the national exchanges (i.e. NYSE, NYSE AMEX, NASDAQ), or principal quotation systems (i.e.
OTCQX, OTCQB, OTC Pink, the OTC Bulletin Board), or other principal exchange or recognized quotation
system which is at the time the principal trading platform or market for the Common Stock.
“Purchase
Price” shall mean 90% of the Market Price on such date on which the Purchase Price is calculated in accordance with
the terms and conditions of this Agreement.
“Put”
shall mean the right of the Company to require the Investor to purchase shares of Common Stock, subject to the terms and conditions of
this Agreement.
“Put
Date” shall mean any Trading Day during the Commitment Period that a Put Notice is deemed delivered pursuant to Section
2.2(b).
“Put
Notice” shall mean a written notice, substantially in the form of Exhibit A
hereto, addressed to the Investor and setting forth the amount of Put Shares which the Company intends to require the Investor to purchase
pursuant to the terms of this Agreement.
“Put
Shares” shall mean all shares of Common Stock issued, or that the Company shall be entitled to issue, per any applicable
Put Notice in accordance with the terms and conditions of this Agreement.
“Registration
Rights Agreement” means that agreement in the form attached hereto as Exhibit D.
“Registration
Statement” shall have the meaning specified in Section 6.4.
“Regulation
D” shall mean Regulation D promulgated under the Securities Act.
“Required
Minimum” shall mean, as of any date, the maximum aggregate number of shares of Common Stock then issued or potentially
issuable in the future pursuant to the Transaction Documentation.
“Rule
144” shall mean Rule 144 promulgated under the Securities Act or any similar provision then in force under the Securities
Act.
“SEC”
shall mean the United States Securities and Exchange Commission.
“SEC
Documents” shall have the meaning specified in Section 4.5.
“Securities”
means, collectively, the Put Shares and the Commitment Shares.
“Securities
Act” shall mean the Securities Act of 1933, as amended.
“Short
Sales” shall mean all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act.
“Subsidiary”
or “Subsidiaries” means any Person the Company wholly-owns or controls, or in which
the Company, directly or indirectly, owns a majority of the voting stock or similar voting interest, in each case that would be disclosable
pursuant to Item 601(b)(21) of Regulation S-K promulgated under the Securities Act.
“Third
Party Claim” shall have the meaning specified in Section 9.3(a).
“Trading
Day” shall mean a day on which the Principal Market shall be open for business.
“Transaction
Documents” shall mean this Agreement, the Registration Rights Agreement and all schedules and exhibits hereto and thereto.
“Transfer
Agent” shall mean Securities Transfer Corporation, the current transfer agent of the Company, and any successor transfer
agent of the Company.
“Valuation
Period” shall mean the period of five (5) Trading Days immediately pre7ceeding the Clearing Date associated with the
applicable Put Notice during which the Purchase Price of the Common Stock is valued, provided, however, that the Valuation Period shall
instead begin on the Clearing Date if the respective Put Shares are received as DWAC Shares in Investor’s brokerage account prior
to 11:00 a.m. EST on the respective Clearing Date.
ARTICLE
II
PURCHASE
AND SALE OF COMMON STOCK
Section
2.1 PUTS. Upon the terms and conditions set forth herein (including, without limitation, the
provisions of Article VII), the Company shall have the right, but not the obligation, to direct
the Investor, by its delivery to the Investor of a Put Notice from time to time during the Commitment Period, to purchase Put Shares,
provided that notwithstanding any other terms of this Agreement, in each instance, (i)the Investment Amount is not more than the Maximum
Put Amount and (ii) the aggregate Investment Amount of all Puts shall not exceed the Maximum Commitment Amount.
Section
2.2 MECHANICS.
(a)
PUT NOTICE. At any time and from time to time
during the Commitment Period, except as provided in this Agreement, the Company may deliver a Put Notice to Investor, subject to satisfaction
of the conditions set forth in Section 7.2 and otherwise provided herein. The Company shall deliver, or cause to be delivered,
the Put Shares as DWAC Shares to the Investor within two (2) Trading Days following the Put Date.
(b) DATE
OF DELIVERY OF PUT NOTICE. A Put Notice shall be deemed delivered on (i) the Trading Day it is received by e-mail by the
Investor if such notice is received on or prior to 8:30 a.m. EST or (ii) the immediately succeeding Trading Day if it is received by
e-mail after 8:30 a.m. EST on a Trading Day or at any time on a day which is not a Trading Day. The Company shall not deliver
another Put Notice to the Investor within ten (10) Trading Days of a prior Put Notice.
Section
2.3 CLOSINGS.
(a) TIMING.
The Closing of a Put shall occur within three (3) Trading Days following the end of the respective Valuation Period, whereby the
Investor shall deliver the Investment Amount by wire transfer of immediately available funds to an account designated by the
Company. In addition, on or prior to such Closing, each of the Company and the Investor shall deliver to each other all documents,
instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to
implement and effect the transactions contemplated herein.
(b) RETURN
OF SURPLUS. If the value of the Put Shares delivered to the Investor causes the Company to exceed the Maximum Commitment Amount,
then the Investor shall return to the Company the surplus amount of Put Shares associated with such Put and the Purchase Price with
respect to such Put shall be reduced by any Clearing Costs related to the return of such Put Shares.
(c) RESALES
DURING VALUATION PERIOD. The parties acknowledge and agree that during the Valuation Period, the Investor may contract for, or
otherwise effect, the resale of the subject purchased Put Shares to third-parties.
ARTICLE
III
REPRESENTATIONS
AND WARRANTIES OF INVESTOR
The
Investor represents and warrants to the Company that:
Section
3.1 INTENT. The Investor is entering into this Agreement for its own account, and the Investor
has no present arrangement (whether or not legally binding) at any time to sell the Securities to or through
any Person in violation of the Securities Act or any applicable state securities laws; provided,
however, that the Investor reserves the right to dispose of the Securities at any time in accordance
with federal and state securities laws applicable to such disposition.
Section
3.2 NO LEGAL ADVICE FROM THE COMPANY. The Investor acknowledges that it has had the opportunity
to review this Agreement and the transactions contemplated by this Agreement with its own legal counsel and investment and tax advisors.
Except with respect to the representations, warranties and covenants contained in this Agreement, the Investor is relying solely on such
counsel and advisors and not on any statements or representations of the Company or any of its representatives or agents for legal, tax
or investment advice with respect to this investment, the transactions contemplated by this Agreement or the securities laws of any jurisdiction.
Section
3.3 ACCREDITED INVESTOR. The Investor is an accredited investor as defined in Rule 501(a)(3)
of Regulation D, and the Investor has such experience in business and financial matters that it is capable of evaluating the merits and
risks of an investment in the Securities. The Investor acknowledges that an investment in the Securities is speculative and involves
a high degree of risk.
Section
3.4 AUTHORITY. The Investor has the requisite power and authority to enter into and perform
its obligations under this Agreement and the other Transaction Documents and to consummate the transactions contemplated hereby and thereby.
The execution and delivery of this Agreement and the other Transaction Documents and the consummation by it of the transactions contemplated
hereby and thereby have been duly authorized by all necessary action and no further consent or authorization of the Investor is required.
Each Transaction Document to which it is a party has been duly executed by the Investor, and when delivered by the Investor in accordance
with the terms hereof, will constitute the valid and binding obligation of the Investor enforceable against it in accordance with its
terms, subject to applicable bankruptcy, insolvency, or similar laws relating to, or affecting generally the enforcement of, creditors’
rights and remedies or by other equitable principles of general application.
Section
3.5 NOT AN AFFILIATE. To the Investor’s knowledge, the Investor is not an officer, director
or “affiliate” (as such term is defined in Rule 405 of the Securities Act) of the Company.
Section
3.6 ORGANIZATION AND STANDING. The Investor is an entity
duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation with full right, limited liability
company power and authority to enter into and to consummate the transactions contemplated by this Agreement and the other Transaction
Documents.
Section
3.7 ABSENCE OF CONFLICTS. The execution and delivery of this Agreement and the other Transaction
Documents, and the consummation of the transactions contemplated hereby and thereby and compliance with the requirements hereof and thereof,
will not (a) violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Investor, or any of
its organizational or charter documents(b) violate any provision of any indenture, instrument or agreement to which the Investor is a
party or is subject, or by which the Investor or any of its assets is bound, or conflict with or constitute a material default (or an
event that without notice or lapse of time or both would become material default) thereunder, (c) result in the creation or imposition
of any lien pursuant to the terms of any such indenture, instrument or agreement, or constitute a breach of any fiduciary duty owed by
the Investor to any third party, or (d) require the approval of any third-party (that has not been obtained) pursuant to any material
contract, instrument, agreement, relationship or legal obligation to which the Investor is subject or to which any of its assets, operations
or management may be subject.
Section
3.8 DISCLOSURE; ACCESS TO INFORMATION. The Investor had an opportunity to review copies of the
SEC Documents filed on behalf of the Company and has had access to all publicly available information with respect to the Company; provided,
however, that the Investor makes no representation or warranty hereunder with respect to any SEC Document and is relying on the representations
and warranties of the Company in Article IV with respect to the SEC Documents.
Section
3.9 MANNER OF SALE. At no time was the Investor presented with or solicited by or through any
leaflet, public promotional meeting, television advertisement or any other form of general solicitation or advertisement regarding the
Securities.
ARTICLE
IV
REPRESENTATIONS
AND WARRANTIES OF THE COMPANY
The
Company represents and warrants to the Investor that, except as set forth in the disclosure schedules hereto that as of the Execution
Date and at each Closing Date:
Section
4.1 ORGANIZATION OF THE COMPANY. The Company is a corporation duly incorporated, validly existing
and in good standing under the laws of the state of Nevada, with the requisite power and authority to own and use its properties and
assets and to carry on its business as currently conducted. The subsidiaries are listed in the disclosure schedule. Each of the Subsidiaries
is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its
incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business
as currently conducted. Each of the Company and the Subsidiaries is not in violation or default of any of the provisions of its respective
certificate or articles of incorporation, bylaws or other organizational or charter documents. Subject to 4.1 of the disclosure schedule,
each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other
entity in each jurisdiction in which the nature of the business conducted or property owned by it makes
such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or
reasonably be expected to result in a Material Adverse Effect and no proceeding has been instituted in any such jurisdiction revoking,
limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.
Section
4.2 AUTHORITY. The Company has the requisite corporate power and authority to enter into and
perform its obligations under this Agreement and the other Transaction Documents. The execution and delivery of this Agreement and the
other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly
authorized by all necessary corporate action and no further consent or authorization of the Company or its Board of Directors or stockholders
is required. Each of this Agreement and the other Transaction Documents has been duly executed and delivered by the Company and constitutes
a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability
may be limited by applicable bankruptcy, insolvency, or similar laws relating to, or affecting generally the enforcement of, creditors’
rights and remedies or by other equitable principles of general application.
Section
4.3 CAPITALIZATION. As of the Execution Date, the authorized capital stock of the Company consists
of 14,583,333 shares of Common Stock. As of December 17, 2024, there are 5,199,963 shares of Common Stock issued and outstanding, of
which 28,656 shares are owned by the Company. There are no other shares of any other class or series of capital stock of the Company
issued or outstanding. The Company has no capital stock reserved for issuance, except that, as of December 17, 2024, there are (i) 1,300,000
shares of Common Stock reserved for issuance pursuant to the Company’s equity incentive plans, of which 425,062 shares are issuable
upon the exercise of stock options and restricted stock units outstanding on the date hereof. As of December 17, 2024, there were outstanding
warrants to purchase 3,751,317 shares of Common Stock. As of December 17, 2024, there were outstanding convertible debentures to purchase
288,882 shares of Common Stock. Except as set forth on Schedule 4.3, the Company has not issued any capital stock since its most recently
filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s
stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s employee stock purchase plans
and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic
report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right
to participate in the transactions contemplated by the Transaction Documents. Except as set forth on Schedule
4.3, or as otherwise disclosed in the SEC Documents and except as a result of the purchase and sale of the Securities, there
are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or
securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe
for or acquire any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary
is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents (ii), and. The issuance and sale of the
Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Investor)
and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under
any of such securities; and (iii). There are no stockholders agreements, voting agreements or other similar agreements with respect to
the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s
stockholders.
Section
4.4 LISTING AND MAINTENANCE REQUIREMENTS. The Common Stock is registered pursuant to Section
12(b) or 12(g) of the Exchange Act, and the Company has taken no action designed to, or which to its knowledge is likely to have the
effect of, terminating the registration of the Common Stock under the Exchange Act, nor has the Company received any notification that
the SEC is contemplating terminating such registration. The Company has not, in the twelve (12) months preceding the Execution Date,
received notice from the OTCQX Market on which the Common Stock is listed or quoted to the effect that the Company is not in compliance
with the listing or maintenance requirements of such Principal Market. The Company is, and has no reason to believe that it will not
in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements.
Section
4.5 SEC DOCUMENTS; DISCLOSURE. Except as set forth on Schedule
4.5, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company
under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the one (1) year preceding the
Execution Date (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials,
including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC
Documents”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Documents
prior to the expiration of any such extension. As of their respective dates, the SEC Documents complied in all material respects with
the requirements of the Securities Act and the Exchange Act, as applicable, and other federal laws, rules and regulations applicable
to such SEC Documents, and none of the SEC Documents when filed contained any untrue statement of a material fact or omitted to state
a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under
which they were made, not misleading. The financial statements of the Company included in the SEC Documents comply as to form and substance
in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable
rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting
principles applied on a consistent basis during the periods involved (except (a) as may be otherwise indicated in such financial statements
or the notes thereto or (b) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed
or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and
the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal, immaterial,
year-end audit adjustments). There is no transaction, arrangement, or other relationship between the Company and an unconsolidated or
other off balance sheet entity that is not disclosed by the Company in its financial statements or
otherwise that would be reasonably likely to have a Material Adverse Effect. Except with respect to the material terms and conditions
of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its
behalf has provided the Investor or its agents or counsel with any information that it believes constitutes or might constitute material,
non-public information. The Company understands and confirms that the Investor will rely on the foregoing representation in effecting
transactions in securities of the Company.
Section
4.6 VALID ISSUANCES. The Securities are duly authorized and, when issued and paid for in accordance
with the applicable Transaction Documents, will be validly issued, fully paid, and non-assessable, free and clear of all Liens imposed
by the Company, other than restrictions on transfer provided for in the Transaction Documents and under the Securities Act and other
federal and state securities laws..
Section
4.7 NO CONFLICTS. The execution, delivery and performance of this Agreement and the other Transaction
Documents by the Company, and the consummation by the Company of the transactions contemplated hereby and thereby, including, without
limitation, the issuance of the Put Shares and the Commitment Shares, do not and will not: (a) result in a violation of the Company’s
or any Subsidiary’s certificate or articles of incorporation, by-laws or other organizational or charter documents, (b)conflict
with, or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under,
result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights
of termination, amendment, acceleration or cancellation of, any agreement, indenture, instrument or any “lock-up” or similar
provision of any underwriting or similar agreement to which the Company or any Subsidiary is a party, or (c) result in a violation of
any federal, state or local law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations)
applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected (except
for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in
the aggregate, have a Material Adverse Effect), nor is the Company otherwise in violation of, conflict with or
in default under any of the foregoing. The business of the Company is not being conducted in violation of any law, ordinance or
regulation of any governmental entity, except for possible violations that either singly or in the aggregate do not and will not have
a Material Adverse Effect. The Company is not required under federal, state or local law, rule or regulation to obtain any consent, authorization
or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform
any of its obligations under this Agreement or the other Transaction Documents (other than any SEC, FINRA or state securities filings
that may be required to be made by the Company in connection with the issuance of the Commitment Shares or subsequent to any Closing
or any registration statement that may be filed pursuant hereto); provided that, for purposes of the representation made in this sentence,
the Company is assuming and relying upon the accuracy of the relevant representations and agreements of Investor herein.
Section
4.8 NO MATERIAL ADVERSE CHANGE. No event has occurred that would have a Material Adverse Effect
on the Company or any Subsidiary that has not been disclosed in subsequent SEC filings.
Section
4.9 LITIGATION AND OTHER PROCEEDINGS. Except as set
forth on Schedule 4.9, or that has already been disclosed in quarterly 10Q or 10K filings there
are no actions, suits, investigations, inquiries or proceedings pending or, to the knowledge of the Company, threatened against or affecting
the Company, any Subsidiary or any of their respective properties, nor has the Company received any written or oral notice of any such
action, suit, proceeding, inquiry or investigation, which would have a Material Adverse Effect or would
require disclosure under the Securities Act or the Exchange Act. No judgment, order, writ, injunction or decree or award has been issued
by or, to the knowledge of the Company, requested of any court, arbitrator or governmental agency which would have a Material Adverse
Effect. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the SEC involving
the Company, any Subsidiary, or any current or former director or officer of the Company or any Subsidiary or in the SEC Documents.
Section
4.10 REGISTRATION RIGHTS. Except as set forth on Schedule 4.10
or in the SEC Documents, no Person (other than the Investor) has any right to cause the Company to effect the registration under the
Securities Act of any securities of the Company or any Subsidiary.
Section
4.11 INVESTOR’S STATUS. The Company acknowledges and agrees that the Investor is acting
solely in the capacity of arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby
and thereby. The Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or
in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby and any advice
given by the Investor or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated
hereby and thereby is merely incidental to the Investor’s purchase of the Securities. The Company further represents to the Investor
that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the
Company and its representatives and advisors.
Section
4.12 NO GENERAL SOLICITATION; NO INTEGRATED OFFERING. Neither the Company, any
Subsidiary, nor any of their respective affiliates, nor any Person acting on their behalf, has engaged in any form of general
solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or
sale of the Securities. Neither the Company, any Subsidiary, nor any of their respective affiliates, nor any Person acting on their
behalf has, directly or indirectly, made any offers or sales of any security or solicited any
offers to buy any security, under circumstances that would require registration of the offer and sale of any of the Securities under
the Securities Act, whether through integration with prior offerings or otherwise, or cause this offering of the Securities to be
integrated with prior offerings by the Company in a manner that would require stockholder approval pursuant to the rules of the
Principal Market on which any of the securities of the Company are listed or designated. The issuance and sale of the Securities
hereunder does not contravene the rules and regulations of the Principal Market.
Section
4.13 INTELLECTUAL PROPERTY RIGHTS. The Company and each Subsidiary own or possess adequate rights
or licenses to use all material trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights,
copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and rights necessary to conduct their respective
businesses as now conducted. None of the Company’s, nor any Subsidiary’s material Intellectual Property has expired or terminated,
or, by the terms and conditions thereof, could expire or terminate within six months from the date of this Agreement. The Company does
not have any knowledge of any infringement by the Company and/or any Subsidiary of any material Intellectual Property of others, or of
any such development of similar or identical trade secrets or technical information by others, and there is no claim, action or proceeding
being made or brought against, or to the Company’s knowledge, being threatened against, the Company and/or any Subsidiary regarding
the infringement of any Intellectual Property, which could reasonably be expected to have a Material Adverse Effect.
Section
4.14 ENVIRONMENTAL LAWS. To the Company’s knowledge, the Company and each Subsidiary (i)
is in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human
health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental
Laws”), (ii) has received all permits, licenses or other approvals required of it under applicable Environmental Laws
to conduct its respective businesses and (iii) is in compliance with all terms and conditions of any such permit, license or approval,
except where, in each of the three foregoing clauses, the failure to so comply could not reasonably be expected to have, individually
or in the aggregate, a Material Adverse Effect.
Section
4.15 TITLE. Except as disclosed in the SEC Documents, the Company and each Subsidiary has good
and marketable title in fee simple to all real property owned by it and good and marketable title in all personal property owned by it
that is material to the business of the Company and each Subsidiary, in each case free and clear of all Liens and, except for Liens as
do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such
property by the Company or any Subsidiary and Liens for the payment of federal, state or other taxes, the payment of which is neither
delinquent nor subject to penalties. Any real property and facilities held under lease by the Company or any Subsidiary is held under
valid, subsisting and enforceable leases with which the Company is in compliance with such exceptions as are not material and do not
interfere with the use made and proposed to be made of such property and buildings by the Company or any Subsidiary.
Section
4.16 INSURANCE. The Company and each Subsidiary is insured by insurers of recognized financial
responsibility against such losses and risks and in such amounts as management of the Company believes to be prudent and customary in
the businesses in which the Company and each Subsidiary is engaged. The Company has no reason to believe that it or any Subsidiary will
not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers
as may be necessary to continue its business at a cost that would not materially and adversely affect the condition, financial or otherwise,
or the earnings, business or operations of the Company, taken as a whole.
Section
4.17 REGULATORY PERMITS. The Company and each Subsidiary possesses all material certificates,
authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct its businesses,
and neither the Company, nor any Subsidiary has received any notice of proceedings relating to the revocation or modification of any
such certificate, authorization or permit.
Section
4.18 TAX STATUS. The Company and each Subsidiary has made or filed all federal and state income
and all other material tax returns, reports and declarations required by any jurisdiction to which it is subject (unless and only to
the extent that the Company has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes)
and has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such
returns, reports and declarations, except those being contested in good faith and has set aside on its books provision reasonably adequate
for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no
unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know
of no basis for any such claim.
Section
4.19 TRANSACTIONS WITH AFFILIATES. Except as set forth in the SEC Documents, none of the officers
or directors of the Company or any Subsidiary, is presently a party to any transaction with the Company or any Subsidiary (other than
for services as employees, consultants, officers and directors), including any contract, agreement or other arrangement providing for
the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to
or from any officer, director or such employee or, to the knowledge of the Company, any entity in which
any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner, in each case in
excess of the lesser of (i) $120,000 or (ii) one percent of the average of the Company’s total assets at year end for the last
two completed fiscal years, other than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses
incurred on behalf of the Company or any Subsidiary and (iii) other employee benefits, including stock option agreements under any stock
option plan of the Company.
Section
4.20 FOREIGN CORRUPT PRACTICES. Neither the Company, any Subsidiary, nor to the knowledge of
the Company, any agent or other Person acting on behalf of the Company or any Subsidiary, has (i) directly or indirectly, used any funds
for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic
political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic
political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by the Company or any Subsidiary
(or made by any Person acting on its behalf of which the Company is aware) which is in violation of law, or (iv) violated in any material
respect any provision of the Foreign Corrupt Practices Act of 1977, as amended.
Section
4.21 SARBANES-OXLEY. The Company is in compliance with all provisions of the Sarbanes-Oxley
Act of 2002, as amended, which are applicable to it.
Section
4.22 CERTAIN FEES. No brokerage or finder’s fees or commissions are or will be payable
by the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with
respect to the transactions contemplated by the Transaction Documents. The Investor shall have no obligation with respect to any fees
or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section
4.22 that may be due in connection with the transactions contemplated by the Transaction Documents.
Section
4.23 INVESTMENT COMPANY. The Company is not an “investment company” within
the meaning of the Investment Company Act of 1940, as amended.
Section
4.24 ACCOUNTANTS. The Company’s independent auditors are set forth in the SEC Documents
and, to the knowledge of the Company, such accountants are an independent registered public accounting firm as required by the Securities
Act.
Section
4.25 NO MARKET MANIPULATION. Neither the Company, nor any Subsidiary has, and to its knowledge
no Person acting on either of their behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization
or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid
for, purchased, or, paid any compensation for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any Person
any compensation for soliciting another to purchase any other securities of the Company.
Section
4.26 NO DISQUALIFICATION EVENTS. None of the Company, any Subsidiary, any affiliated issuer,
any director, executive officer, other officer of the Company or any Subsidiary participating in the offering contemplated hereby, any
beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power,
nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time
of sale (each, an “Issuer Covered Person”) is subject to any of the “Bad Actor”
disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification
Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under the Securities Act..
Section
4.27 MONEY LAUNDERING. The Company and each Subsidiary is in compliance with, and has not previously
violated, the USA PATRIOT ACT of 2001 and all other applicable U.S. and non-U.S. anti-money laundering laws and regulations, including,
but not limited to, the laws, regulations and Executive Orders and sanctions programs administered by the U.S. Office of Foreign Assets
Control, including, but not limited, to (i) Executive Order 13224 of September 23, 2001 entitled, “Blocking Property and Prohibiting
Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism” (66 Fed. Reg. 49079 (2001)); and (ii) any regulations
contained in 31 CFR, Subtitle B, Chapter V.
Section 4.28 ILLEGAL OR
UNAUTHORIZED PAYMENTS; POLITICAL CONTRIBUTIONS.
Neither the Company, nor any Subsidiary has, nor, to the best of the Company’s knowledge (after reasonable inquiry of its
officers and directors), any of the officers, directors, employees, agents or other representatives of the Company, any Subsidiary
or any other business entity or enterprise with which the Company is or has been affiliated, has, directly or indirectly, made or authorized
any payment, contribution or gift of money, property, or services, in contravention of applicable law, (a) as a kickback or bribe to
any Person or (b) to any political organization, or the holder of or any aspirant to any elective or appointive public office except
on behalf of the Company.
Section
4.29 SHELL COMPANY STATUS. The Company is not currently an issuer identified in Rule 144(i)(1)(i)
under the Securities Act, is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, has filed all reports
and other materials required to be filed by Section 13 or 15(d) of the Exchange Act, as applicable
during the preceding 12 months, and, as of a date at least one year prior to the Execution Date, has filed current “Form 10 information”
with the SEC (as defined in Rule 144(i)(3) of the Securities Act) reflecting its status as an entity that is no longer an issuer described
in Rule 144(i)(1)(i) of the Securities Act.
Section
4.30 ABSENCE OF SCHEDULES. In the event that on the Execution Date, the Company does not deliver
any disclosure schedule contemplated by this Agreement, the Company hereby acknowledges and agrees that (i) each such undelivered disclosure
schedule shall be deemed to read as follows: “Nothing to Disclose”, and (ii) the Investor has not otherwise waived delivery
of such disclosure schedule.
ARTICLE
V
COVENANTS OF INVESTOR
Section
5.1 COMPLIANCE WITH LAW; TRADING IN
SECURITIES. The Investor’s trading activities with respect to shares of Common Stock will be in compliance with all
applicable state and federal securities laws and regulations and the rules and regulations of FINRA and the Principal
Market.
Section
5.2 SHORT SALES AND CONFIDENTIALITY. Neither the Investor,
nor any affiliate of the Investor acting on its behalf or pursuant to any understanding with it, will execute any Short Sales during
the period from the Execution Date to the end of the Commitment Period. For the purposes hereof, and in accordance with Regulation SHO,
the sale after delivery of a Put Notice of such number of shares of Common Stock reasonably expected
to be purchased under a Put Notice shall not be deemed a Short Sale. The Investor shall, until such time as the transactions contemplated
by this Agreement are publicly disclosed by the Company in accordance with the terms of this Agreement, maintain the confidentiality
of the existence and terms of this transaction and the information included in the Transaction Documents. The Investor agrees not to
disclose any Confidential Information of the Company to any third party, except for attorneys, accountants, advisors who have a need
to know such Confidential Information and are bound by confidentiality, and shall not use any Confidential Information for any purpose
other than in connection with, or in furtherance of, the transactions contemplated hereby. The Investor acknowledges that the Confidential
Information of the Company shall remain the property of the Company and agrees that it shall take all reasonable measures to protect
the secrecy of any Confidential Information disclosed by the Company.
Section
5.3 ACITIVTY REPORT. Investor shall provide an activity report on a monthly basis detailing the purchase and sales of Orgenesis shares.
ARTICLE
VI
COVENANTS OF THE COMPANY
Section
6.1 REMOVED AND RESERVED.
Section
6.2 LISTING OF COMMON STOCK. The Company shall promptly secure the listing of all of the Put
Shares and Commitment Shares to be issued to the Investor hereunder on the Principal Market (subject to official notice of issuance)
and shall use commercially reasonable best efforts to maintain, so long as any shares of Common Stock shall be so listed, the listing
of all such Put Shares and Commitment Shares from time to time issued hereunder. The Company shall use its commercially reasonable efforts
to continue the listing and trading of the Common Stock on the Principal Market (including, without limitation, maintaining sufficient
net tangible assets) and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws
or rules of FINRA and the Principal Market. The Company shall not take any action that would reasonably be expected to result in the
delisting or suspension of the Common Stock on the Principal Market. The Company shall promptly, and in no event later than the following
Trading Day, provide to the Investor copies of any notices it receives from any Person regarding the continued eligibility of the Common
Stock for listing on the Principal Market. The Company shall pay all fees and expenses in connection with satisfying its obligations
under this Section 6.2). The Company shall take all action necessary to ensure that its Common
Stock can be transferred electronically as DWAC Shares.
Section
6.4 FILING OF CURRENT REPORT AND REGISTRATION STATEMENT.
The Company agrees that it shall file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the
SEC within the time required by the Exchange Act, relating to the transactions contemplated by, and describing the material terms and
conditions of, the Transaction Documents (the “Current Report”). The Company shall
permit the Investor to review and comment upon the final pre-filing draft version of the Current Report at least two (2) Trading Days
prior to its filing with the SEC, and the Company shall give reasonable consideration to all such comments. The Investor shall use its
reasonable best efforts to comment upon the final pre-filing draft version of the Current Report within one (1) Trading Day from the
date the Investor receives it from the Company. Pursuant to the terms of the Registration Rights Agreement, the Company shall also file
with the SEC, as soon as practical but no later than May 31, 2025, a new registration statement on Form S-1 (the “Registration
Statement”) covering the resale of the Put Shares and Commitment Shares.
Section
6.5 ISSUANCE OF COMMITMENT SHARES. In consideration for the Investor’s execution and delivery
of, and performance under this Agreement, the Company shall cause the Transfer Agent to issue the Commitment Shares to the Investor on
the Execution Date. For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the Execution Date, and the
issuance of the Commitment Shares is not contingent upon any other event or condition, including, without limitation, the effectiveness
of the Registration Statement or the Company’s submission of a Put Notice to the Investor and irrespective of any termination of
this Agreement.
Section
6.6 DUE DILIGENCE; CONFIDENTIALITY; NON-PUBLIC INFORMATION. The Investor shall have the right,
from time to time as the Investor may reasonably deem appropriate, to perform reasonable due diligence on the Company during normal business
hours. The Company, each Subsidiary and their respective officers and employees shall provide information and reasonably cooperate with
the Investor in connection with any reasonable request by the Investor related to the Investor’s due diligence of the Company.
The Company agrees not to disclose any Confidential Information of the Investor to any third party, except for attorneys, accountants,
advisors who have a need to know such Confidential Information and are bound by confidentiality, and shall not use any Confidential Information
for any purpose other than in connection with, or in furtherance of, the transactions contemplated hereby. The Company acknowledges that
the Confidential Information of the Investor shall remain the property of the Investor and agrees that it shall take all reasonable measures
to protect the secrecy of any Confidential Information disclosed by the Investor. The Company confirms that neither it nor any other
Person acting on its behalf shall provide the Investor or its agents or counsel with any information that constitutes or
might constitute material, non-public information, unless a simultaneous public announcement thereof is made by the Company in
the manner contemplated by Regulation FD. In the event of a breach of the foregoing covenant by the Company or any Person acting on its
behalf (as determined in the reasonable good faith judgment of the Investor), in addition to any other remedy provided herein or in the
other Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement
or otherwise, of such material, non-public information without the prior approval by the Company; provided the Investor shall have first
provided notice to the Company that it believes it has received information that constitutes material, non-public information, and the
Company shall have had at least twenty-four (24) hours to publicly disclose such material, non-public information prior to any such disclosure
by the Investor, and the Company shall have failed to publicly disclose such material, non-public information within such time period.
The Investor shall not have any liability to the Company, any Subsidiary, or any of their respective directors, officers, employees,
stockholders, affiliates or agents, for any such disclosure. The Company understands and confirms that the Investor shall be relying
on the foregoing covenants in effecting transactions in securities of the Company.
Section
6.7 PURCHASE RECORDS. The Company shall maintain records showing the Available Amount at any
given time and the date, Investment Amount and Put Shares for each Put, contained in the applicable Put Notice.
Section
6.8 TAXES. The Company shall pay any and all transfer, stamp or similar taxes that may be payable
with respect to the issuance and delivery of any shares of Common Stock to the Investor made under this Agreement.
Section
6.9 USE OF PROCEEDS. The Company will use the net proceeds from the offering of Put Shares hereunder
in the manner described in the Registration Statement or the SEC Documents.
Section
6.13 TRANSACTION DOCUMENTS. On the Execution Date, the Company shall deliver to the Investor
executed copies of all of the Transaction Documents.
ARTICLE
VII
CONDITIONS
TO DELIVERY OF PUT NOTICES AND CONDITIONS TO CLOSING
Section
7.1 CONDITIONS PRECEDENT TO THE RIGHT OF THE COMPANY TO ISSUE AND SELL PUT SHARES. The right
of the Company to issue and sell the Put Shares to the Investor is subject to the satisfaction of each of the conditions set forth
below:
(a) ACCURACY
OF INVESTOR’S REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Investor shall be true and
correct in all material respects as of the Execution Date and as of the date of each Closing as though made at each such
time.
(b) PERFORMANCE
BY INVESTOR. Investor shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by the Investor at or prior to such Closing.
(c) REGISTRATION
STATEMENT. The Company shall not have the right to issue any Put Shares if the Registration Statement, and any amendment or
supplement thereto, shall fail to be and remain effective for the resale by the Investor of the Put Shares and Commitment
Shares.
Section
7.2 CONDITIONS PRECEDENT TO THE OBLIGATION OF INVESTOR TO PURCHASE PUT SHARES. The obligation
of the Investor hereunder to purchase Put Shares is subject to the satisfaction of each of the following conditions:
(a) REGISTRATION
STATEMENT. The Registration Statement, and any amendment or supplement thereto, shall be and remain effective for the resale by
the Investor of the Put Shares and the Commitment Shares and (i) neither the Company nor the Investor shall have received notice
that the SEC has issued or intends to issue a stop order with respect to such Registration Statement or that the SEC otherwise has
suspended or withdrawn the effectiveness of such Registration Statement, either temporarily or permanently, or intends or has
threatened to do so and (ii) no other suspension of the use of, or withdrawal of the effectiveness of, such Registration Statement
or related prospectus shall exist. The Company shall have prepared and filed with the SEC a final and complete prospectus (the
preliminary form of which shall be included in the Registration Statement) and shall have delivered to the Investor a true and
complete copy thereof. Such prospectus shall be current and available for the resale by the Investor of all of the Securities
covered thereby.
(b) ACCURACY
OF THE COMPANY’S REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Company shall be true
and correct in all material respects as of the Execution Date and as of the date of each Closing (except for representations and
warranties under the first sentence of Section 4.3, which are specifically made as of the Execution Date and shall be true
and correct in all respects as of the Execution Date).
(c) PERFORMANCE
BY THE COMPANY. The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements
and conditions required by this Agreement to be performed, satisfied or complied with by the Company.
(d) NO
INJUNCTION. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered,
promulgated or adopted by any court or governmental authority of competent jurisdiction that prohibits or directly and materially
adversely affects any of the transactions contemplated by the Transaction Documents, and no proceeding shall have been commenced
that may have the effect of prohibiting or materially adversely affecting any of the transactions contemplated by the Transaction
Documents.
(e) ADVERSE
CHANGES. Since the date of filing of the Company’s most recent SEC Document, no event that had or is reasonably likely to
have a Material Adverse Effect has occurred.
(f) NO
SUSPENSION OF TRADING IN OR DELISTING OF COMMON STOCK. The trading of the Common Stock shall not have been suspended by the SEC,
the Principal Market or FINRA, or otherwise halted for any reason, and the Common Stock shall have been approved for listing or
quotation and shall not have been delisted from the Principal Market. In the event of a suspension, delisting, or halting for any
reason, of the trading of the Common Stock, as contemplated by this Section 7.2(f), the
Investor shall have the right to return to the Company any remaining amount of Put Shares associated with such Put, and the Purchase
Price with respect to such Put shall be reduced accordingly.
(g) BENEFICIAL
OWNERSHIP LIMITATION. The number of Put Shares to be purchased by the Investor shall not exceed the number of such shares that,
when aggregated with all other shares of Common Stock then owned by the Investor beneficially or deemed beneficially owned by the
Investor, would result in the Investor owning more than the Beneficial Ownership Limitation (as defined below), as determined in
accordance with Section 16 of the Exchange Act and the regulations promulgated thereunder. For purposes of this Section
7.2(g), in the event that the amount of Common Stock outstanding, as determined in accordance with Section 16 of the Exchange
Act and the regulations promulgated thereunder, is greater on a Closing Date than on the date upon which the Put Notice associated
with such Closing Date is given, the amount of Common Stock outstanding on such Closing Date shall govern for purposes of
determining whether the Investor, when aggregating all purchases of Common Stock made pursuant to this Agreement, would own more
than the Beneficial Ownership Limitation following such Closing Date. The “Beneficial Ownership Limitation” shall
be 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common
Stock issuable pursuant to a Put Notice.
(h) NO
KNOWLEDGE. The Company shall have no knowledge of any event more likely than not to have the effect of causing the Registration
Statement to be suspended or otherwise ineffective (which event is more likely than not to occur within the fifteen (15) Trading
Days following the Trading Day on which such Put Notice is deemed delivered). The Company shall have no knowledge of any untrue
statement (or alleged untrue statement) of a material fact or omission (or alleged omission) of a material fact required to be
stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not
misleading, in the Registration Statement, any effective registration statement filed pursuant to the Registration Rights Agreement
or any post-effective amendment or prospectus which is a part of the foregoing, unless the Company has filed an amendment with the
SEC or taken such other.
(i)
NO
VIOLATION OF SHAREHOLDER APPROVAL REQUIREMENT. The issuance of the Put Shares shall not violate the shareholder approval
requirements of the Principal Market.
(j)
OFFICER’S
CERTIFICATE. On the date of delivery of each Put Notice, the Investor shall have received the Closing Certificate executed by an
executive officer of the Company and to the effect that all the conditions to such Closing shall have been satisfied as of the date
of each such certificate.
(k)
DWAC
ELIGIBLE. The Common Stock must be DWAC Eligible and not subject to a “DTC chill.”
(l)
SEC
DOCUMENTS. All reports, schedules, registrations, forms, statements, information and other documents required to have been filed
by the Company with the SEC pursuant to the reporting requirements of the Exchange Act (other than Forms 8-K) shall have been filed
with the SEC within the applicable time periods prescribed for such filings under the Exchange Act.
(m)
REMOVED AND RESERVED.
(n)
REMOVED AND RESERVED.
(o) MINIMUM
PRICING. The lowest traded price of the Common Stock in the five (5) Trading Days immediately preceding the respective Put Date
must exceed $0.01 per share.
(p) NO
VIOLATION. No statute, regulation, order, guidance, decree, writ, ruling or injunction shall have been enacted, entered,
promulgated, threatened or endorsed by any federal, state, local or foreign court or governmental authority of competent
jurisdiction, including, without limitation, the SEC, which prohibits the consummation of or which would materially modify or delay
any of the transactions contemplated by the Transaction Documents.
ARTICLE
VIII
LEGENDS
Section
8.1 NO RESTRICTIVE STOCK LEGEND. No restrictive stock legend shall be placed on the share certificates
representing the Put Shares.
Section
8.2 INVESTOR’S COMPLIANCE. Nothing in this Article VIII
shall affect in any way the Investor’s obligations hereunder to comply with all applicable securities laws upon the
sale of the Common Stock.
ARTICLE
IX
NOTICES; INDEMNIFICATION
Section
9.1 NOTICES. All notices, demands, requests, consents, approvals, and other communications required
or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (a) personally served, (b) deposited in the
mail, registered or certified, return receipt requested, postage prepaid, (c) delivered by reputable air courier service with charges
prepaid, or (d) transmitted by hand delivery, telegram, or e-mail as a PDF, addressed as set forth below or to such other address as
such party shall have specified most recently by written notice given in accordance herewith. Any notice or other communication required
or permitted to be given hereunder shall be deemed effective (i) upon hand delivery or delivery by e-mail at the address designated below
(if delivered on a business day during normal business hours where such notice is to be received), or the first business day following
such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (ii) on
the second business day following the date of mailing by express courier service or on the fifth business day after deposited in the
mail, in each case, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur.
The
addresses for such communications shall be:
If to the Company:
Orgenesis,
Inc.
20271
Goldenrod Lane
Germantown,
MD 20876
Email:
Victor.m@orgenesis.com
Attention:
Victor Miller, CFO
If
to the Investor:
Williamsburg
Venture Holdings, LLC
401
Ryland St Ste 200-A
Reno
NV, 89502
E-mail:
rg@williamsburg.ventures
Attention:
Ronald Glenn, Managing Member
Either
party hereto may from time to time change its address or e-mail for notices under this Section 9.1
by giving at least ten (10) days’ prior written notice of such changed address to the other party hereto.
Section
9.2 INDEMNIFICATION. Each party hereto (an “Indemnifying
Party”) agrees to indemnify and hold harmless the other party along with its officers, directors, employees, and authorized
agents and representatives, and each Person or entity, if any, who controls such party within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act or the rules and regulations thereunder (an “Indemnified Party”)
from and against any and all Damages, joint or several, and any and all actions in respect thereof to which the Indemnified Party becomes
subject to, resulting from, arising out of or relating to (i) any misrepresentation, breach of warranty or nonfulfillment of or failure
to perform any covenant or agreement on the part of the Indemnifying Party contained in this Agreement,
(ii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any registration statement
pursuant to the Registration Rights Agreement or any post-effective amendment thereof or supplement thereto, or the omission or alleged
omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii)
any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or contained in the final
prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission
or alleged omission to state therein any material fact necessary to make the statements made therein, in the light of the circumstances
under which the statements therein were made, not misleading, or (iv) any violation or alleged violation by the Company of the Securities
Act, the Exchange Act, any state securities law or any rule or regulation under the Securities Act, the Exchange Act or any state securities
law, as such Damages are incurred, except to the extent such Damages result primarily from the Indemnified Party’s failure to perform
any covenant or agreement contained in this Agreement or the Indemnified Party’s negligence,
recklessness, fraud, willful misconduct or bad faith in performing its obligations under this Agreement; provided,
however, that the foregoing indemnity agreement shall not apply to any Damages of an Indemnified
Party to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission
or alleged omission made by an Indemnifying Party in reliance upon and in conformity with written information furnished to the Indemnifying
Party by the Indemnified Party expressly for use in the Registration Statement, any post- effective amendment thereof or supplement thereto,
or any preliminary prospectus or final prospectus (as amended or supplemented).
Section
9.3 METHOD OF ASSERTING INDEMNIFICATION CLAIMS. All
claims for indemnification by any Indemnified Party under Section 9.1 shall be asserted and
resolved as follows:
(a) In
the event any claim or demand in respect of which an Indemnified Party might seek indemnity under Section 9.2 is asserted
against or sought to be collected from such Indemnified Party by a Person other than a party hereto or an affiliate thereof (a
“Third Party Claim”), the Indemnified Party shall deliver a written notification, enclosing a copy of all papers
served, if any, and specifying the nature of and basis for such Third Party Claim and for the Indemnified Party’s claim for
indemnification that is being asserted under any provision of Section 9.2 against an Indemnifying Party, together with the
amount or, if not then reasonably ascertainable, the estimated amount, determined in good faith, of such Third Party Claim (a
“Claim Notice”) with reasonable promptness to the Indemnifying Party. If the Indemnified Party fails to provide
the Claim Notice with reasonable promptness after the Indemnified Party receives notice of such Third Party Claim, the Indemnifying
Party shall not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the
Indemnifying Party’s ability to defend has been prejudiced by such failure of the Indemnified Party. The Indemnifying Party
shall notify the Indemnified Party as soon as practicable within the period ending thirty (30) calendar days following receipt by
the Indemnifying Party of either a Claim Notice or an Indemnity Notice (as defined below) (the “Dispute Period”)
whether the Indemnifying Party disputes its liability or the amount of its liability to the Indemnified Party under Section
9.2 and whether the Indemnifying Party desires, at its sole cost and expense, to defend the Indemnified Party against such Third
Party Claim.
(i) If
the Indemnifying Party notifies the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the
Indemnified Party with respect to the Third Party Claim pursuant to this Section 9.3(a), then the Indemnifying Party shall
have the right to defend, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the
Indemnifying Party, such Third Party Claim by all appropriate proceedings, which proceedings shall be vigorously and diligently
prosecuted by the Indemnifying Party to a final conclusion or will be settled at the discretion of the Indemnifying Party (but only
with the consent of the Indemnified Party in the case of any settlement that provides for any relief other than the payment of
monetary damages or that provides for the payment of monetary damages as to which the Indemnified Party shall not be indemnified in
full pursuant to Section 9.1). The Indemnifying Party shall have full control of such defense and proceedings, including any
compromise or settlement thereof; provided, however, that the Indemnified Party may, at the sole cost and expense of
the Indemnified Party, at any time prior to the Indemnifying Party’s delivery of the notice referred to in the first sentence
of this clause (i), file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably
believes to be necessary or appropriate to protect its interests; and provided, further, that if requested by the
Indemnifying Party, the Indemnified Party will, at the sole cost and expense of the Indemnifying Party, provide reasonable
cooperation to the Indemnifying Party in contesting any Third Party Claim that the Indemnifying Party elects to contest. The
Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the
Indemnifying Party pursuant to this clause (i), and except as provided in the preceding sentence, the Indemnified Party shall bear
its own costs and expenses with respect to such participation. Notwithstanding the foregoing, the Indemnified Party may takeover the
control of the defense or settlement of a Third Party Claim at any time if it irrevocably waives its right to indemnity under Section
9.1 with respect to such Third Party Claim.
(ii)
If the Indemnifying Party fails to notify the Indemnified
Party within the Dispute Period that the Indemnifying Party desires to defend the Third Party Claim pursuant to this Section 9.3(a),
or if the Indemnifying Party gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, or if
the Indemnifying Party fails to give any notice whatsoever within the Dispute Period, then the Indemnified Party shall have the right
to defend, at the sole cost and expense of the Indemnifying Party, the Third Party Claim by all appropriate proceedings, which proceedings
shall be prosecuted by the Indemnified Party in a reasonable manner and in good faith or will be settled at
the discretion of the Indemnified Party (with the consent of the Indemnifying Party, which consent will not be unreasonably withheld).
The Indemnified Party will have full control of such defense and proceedings, including any compromise or settlement thereof; provided,
however, that if requested by the Indemnified Party, the Indemnifying Party will, at the sole cost and expense of the Indemnifying Party,
provide reasonable cooperation to the Indemnified Party and its counsel in contesting any Third Party
Claim which the Indemnified Party is contesting. Notwithstanding the foregoing provisions of this clause (ii), if the Indemnifying Party
has notified the Indemnified Party within the Dispute Period that the Indemnifying Party disputes its liability or the amount of its
liability hereunder to the Indemnified Party with respect to such Third Party Claim and if such dispute
is resolved in favor of the Indemnifying Party in the manner provided in clause (iii) below, the Indemnifying Party will not be required
to bear the costs and expenses of the Indemnified Party’s defense pursuant to this clause (ii) or of the Indemnifying Party’s
participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full
for all reasonable costs and expenses incurred by the Indemnifying Party in connection with such litigation. The Indemnifying Party may
participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant
to this clause (ii), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation.
(iii) If
the Indemnifying Party notifies the Indemnified Party that it does not dispute its liability or the amount of its liability to the
Indemnified Party with respect to the Third Party Claim under Section 9.1 or fails to notify the Indemnified Party within the
Dispute Period whether the Indemnifying Party disputes its liability or the amount of its liability to the Indemnified Party with
respect to such Third Party Claim, the amount of Damages specified in the Claim Notice shall be conclusively deemed a liability of
the Indemnifying Party under Section 9.1 and the Indemnifying Party shall pay the amount of such Damages to the Indemnified
Party on demand. If the Indemnifying Party has timely disputed its liability or the amount of its liability with respect to such
Third Party Claim, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such
dispute; provided, however, that if the dispute is not resolved within thirty (30) days after the Claim Notice, the
Indemnifying Party shall be entitled to institute such legal action as it deems appropriate.
(b) In
the event any Indemnified Party should have a claim under Section 9.1 against the Indemnifying Party that does not involve a
Third Party Claim, the Indemnified Party shall deliver a written notification of a claim for indemnity under Section 9.1
specifying the nature of and basis for such claim, together with the amount or, if not then reasonably ascertainable, the estimated
amount, determined in good faith, of such claim (an “Indemnity Notice”) with reasonable promptness to the
Indemnifying Party. The failure by any Indemnified Party to give the Indemnity Notice shall not impair such party’s rights
hereunder except to the extent that the Indemnifying Party demonstrates that it has been irreparably prejudiced thereby. If the
Indemnifying Party notifies the Indemnified Party that it does not dispute the claim or the amount of the claim described in such
Indemnity Notice or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the
claim or the amount of the claim described in such Indemnity Notice, the amount of Damages specified in the Indemnity Notice will be
conclusively deemed a liability of the Indemnifying Party under Section 9.1 and the Indemnifying Party shall pay the amount
of such Damages to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability or the amount of its
liability with respect to such claim, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a
resolution of such dispute; provided, however, that if the dispute is not resolved within thirty (30) days after the Claim Notice,
the Indemnifying Party shall be entitled to institute such legal action as it deems appropriate.
(c) The
Indemnifying Party agrees to pay the Indemnified Party, promptly as such expenses are incurred and are due and payable, for any
reasonable legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim.
(d) The
indemnity provisions contained herein shall be in addition to (i) any cause of action or similar rights of the Indemnified Party
against the Indemnifying Party or others, and (ii) any liabilities the Indemnifying Party may be subject to.
ARTICLE
X
MISCELLANEOUS
Section
10.1 GOVERNING LAW. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York without
regard to the principles of conflicts of law (whether of the State of New York or any other jurisdiction).
Section
10.2 ARBITRATION. Any disputes,
claims, or controversies arising out of or relating to the Transaction Documents, or the transactions, contemplated thereby, or the breach,
termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement
to arbitrate, shall be referred to and resolved solely and exclusively by binding arbitration to be conducted before the Judicial Arbitration
and Mediation Service (“JAMS” ), or its successor pursuant the expedited procedures set forth in the JAMS Comprehensive
Arbitration Rules and Procedures (the “Rules” ), including Rules 16.1 and 16.2 of those Rules. The arbitration shall
be held in New York, New York, before a tribunal consisting of three (3) arbitrators each of whom will be selected in accordance with
the “strike and rank” methodology set forth in Rule 15. Either party to this Agreement may, without waiving any remedy under
this Agreement, seek from any federal or state court sitting in the State of New York any interim or provisional relief that is necessary
to protect the rights or property of that party, pending the establishment of the arbitral tribunal. The costs and expenses of such arbitration
shall be paid by and be the sole responsibility of the Company, including but not limited to the Investor’s
attorneys’ fees and each arbitrator’s fees. The arbitrators’ decision must set forth a reasoned basis for any award
of damages or finding of liability. The arbitrators’ decision and award will be made and delivered as soon as reasonably possibly
and in any case within sixty (60) days’ following the conclusion of the arbitration hearing and shall be final and binding on the
parties and may be entered by any court having jurisdiction thereof.
Section
10.3 JURY TRIAL WAIVER. THE COMPANY AND THE INVESTOR
HEREBY WAIVE A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER IN RESPECT
OF ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS.
Section
10.4 ASSIGNMENT. This Agreement shall be binding upon and inure to the benefit of the Company and the Investor and their respective
successors. Neither this Agreement nor any rights of the Investor or the Company hereunder may be assigned by either
party to any other Person.
Section
10.5 NO THIRD PARTY BENEFICIARIES. This Agreement is intended for the benefit of the Company and the Investor and their respective
successors, and is not for
the benefit of, nor may any provision hereof be enforced by, any other Person, except as set forth in Article IX.
Section
10.6 TERMINATION. The Company may terminate this Agreement at any time by written notice to
the Investor, except while the Investor holds any of the Put Shares. In addition, this Agreement shall automatically
terminate on the earlier of (i) the end of the Commitment Period; (ii) the date that the Company sells and the Investor purchases the
Maximum Commitment Amount; or (iii) the date in which the Registration Statement is no longer effective, or (iv) the date that, pursuant
to or within the meaning of any Bankruptcy Law, the Company or the Investor commences a voluntary case or any Person commences a proceeding
against the Company, a Custodian is appointed for the Company or for all or substantially all of its property or the Company makes a
general assignment for the benefit of its creditors as applicable; provided, however, that the provisions of Articles
III, IV, V, VI, IX and the agreements and covenants of
the Company and the Investor set forth in Article X shall survive the termination of this Agreement for the maximum length of
time allowed under applicable law.
Section
10.7 ENTIRE AGREEMENT. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding
of the Company and the Investor with respect to the matters covered herein and therein and supersede all prior agreements and understandings,
oral or written, with respect to such
matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.
Section
10.8 FEES AND EXPENSES.
Except as expressly set forth in the Transaction Documents or any other writing to the contrary, each party shall pay the fees and expenses
of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the
negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all
Transfer Agent fees, Investors fees related to the DWAC of Securities, stamp taxes and other taxes and duties levied in connection with
the delivery of any Securities to the Investor. The Company agrees to pay the Investor $15,000 for the preparation of the Equity
Purchase Agreement and Registration Rights Agreement and securities transfer and clearing costs. The Documentation fee shall be paid
in Common Stock and is part of the Commitment Fee.
Section
10.9 COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which may be executed by less than all of
the parties and shall be deemed
to be an original instrument which shall be enforceable against the parties actually executing such
counterparts and all of which together shall constitute one and the same instrument. This Agreement may be delivered to the other parties
hereto by e-mail of a copy of this Agreement bearing the signature of the parties so delivering this Agreement.
Section
10.10 SEVERABILITY. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction
to be illegal, unenforceable
or void, this Agreement shall continue in full force and effect without said provision; provided that such severability shall be ineffective
if it materially changes the economic benefit of this Agreement to any party.
Section
10.11 FURTHER ASSURANCES. Each party shall do and perform, or cause to be done and performed, all such further acts and things,
and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request
in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated
hereby.
Section
10.12 NO STRICT CONSTRUCTION. The language used in this Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be applied against any party.
Section
10.13 EQUITABLE RELIEF. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm
to the Investor by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that
the remedy at law for a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or threatened
breach by the Company of the provisions of this Agreement, that the Investor shall be entitled, in addition to all other available remedies
at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing
any breach of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing economic loss
and without any bond or other security being required.
Section
10.14 TITLE AND SUBTITLES.
The titles and subtitles used in this Agreement are used for the convenience of reference and are not to be considered in construing
or interpreting this Agreement.
Section
10.15 AMENDMENTS; WAIVERS. No provision of this Agreement may be amended or waived by the parties from and after the date that
is one (1) Trading Day immediately preceding the initial filing of the Registration Statement with the SEC. Subject to the immediately
preceding sentence, (i) no provision of this Agreement may be amended other than by a written instrument signed by both parties hereto
and (ii) no provision of this Agreement may be waived other than in a written instrument signed by the party against whom enforcement
of such waiver is sought. No failure or delay in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other
right, power or privilege.
Section
10.16 PUBLICITY. The Company and the Investor shall consult with each other in issuing any press releases or otherwise making
public statements with respect to the transactions contemplated hereby and no party shall issue any such press release or otherwise make
any such public statement, other than as required by law, without the prior written consent of the other parties, which consent shall
not be unreasonably withheld or delayed, except that no prior consent shall be required if such disclosure is required by law, in which
such case the disclosing party shall provide the other party with prior notice of such public statement. Notwithstanding the foregoing,
the Company shall not publicly disclose the name of the Investor without the prior written consent of the Investor, except to the extent
required by law. The Investor acknowledges that this Agreement and all or part of the Transaction Documents may be deemed to be “material
contracts,” as that term is defined by Item 601(b)(10) of Regulation S-K, and that the Company may therefore be required to file
such documents as exhibits to reports or registration statements filed under the Securities Act or the Exchange Act. The Investor further
agrees that the status of such documents and materials as material contracts shall be determined solely by the Company, in consultation
with its counsel.
**
Signature Page Follows **
IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their respective officers
thereunto duly authorized as of the Execution Date.
| |
Orgenesis
Inc. |
| |
|
| |
By: |
|
| |
Name: |
Victor
Miller |
| |
Title: |
Chief
Financial Officer |
| |
|
|
| |
Williamsburg
Venture Holdings, LLC |
| |
|
|
| |
By: |
|
| |
Name: |
Ronald
Glenn |
| |
Title: |
Managing
Member |
**
Signature Page to Equity Purchase Agreement **
EXHIBIT
A
FORM OF PUT NOTICE
TO:
Williamsburg Venture Holdings, LLC
DATE:
We
refer to the Equity Purchase Agreement, dated December 13, 2024 (the “Agreement”),
entered into by and between Orgenesis Inc. and you. Capitalized terms defined in the Agreement shall, unless otherwise defined herein,
have the same meaning when used herein.
We
hereby:
| 1) | Give
you notice that we require you to purchase
Put Shares; and |
| | |
| 2) | The
purchase price per share, pursuant to the terms of the Agreement, is ; and |
| | |
| 3) | Certify
that, as of the date hereof, the conditions set forth in Section 7.2 of the Agreement
are satisfied. |
| |
Orgenesis
Inc |
| |
|
| |
By: |
|
| |
Name: |
Victor
Miller |
| |
Title: |
Chief
Financial Officer |
EXHIBIT
B
FORM
OF OFFICER’S CERTIFICATE
OF ORGENESIs, INC.
Pursuant
to Section 7.2(k) of that certain equity purchase agreement, dated December 11, 2024 (the “Agreement”), by
and between Orgenesis Inc., (the “Company”) and Williamsburg Venture Holdings, LLC (the “Investor”),
the undersigned, in his capacity as Chief Financial Officer of the Company, and not in his individual capacity, hereby certifies, as
of the date hereof (such date, the “Condition Satisfaction Date”), the following:
1.
The representations and warranties of the Company are true and correct in all material respects as of the Condition Satisfaction
Date as though made on the Condition Satisfaction Date (except for representations and warranties specifically made as of a
particular date) with respect to all periods, and as to all events and circumstances occurring or existing to and including the
Condition Satisfaction Date, except for any conditions which have temporarily caused any representations or warranties of the
Company set forth in the Agreement to be incorrect and which have been corrected with no continuing impairment to the Company or the
Investor; and
2.
All of the conditions precedent to the obligation of the Investor to purchase Put Shares set forth in the Agreement, including but
not limited to Section 7.2 of the Agreement, have been satisfied as of the Condition Satisfaction Date.
Capitalized
terms used herein shall have the meanings set forth in the Agreement unless otherwise defined herein.
IN
WITNESS WHEREOF, the undersigned has hereunto affixed his hand as of __________, 2024.
| |
By: |
|
| |
Name: |
Victor
Miller |
| |
Title: |
Chief
Financial Officer |
EXHIBIT
C
FORM
OF TRANSFER AGENT
INSTRUCTION LETTER
EXHIBIT
D
FORM
OF REGISTRATION RIGHTS AGREEMENT
DISCLOSURE
SCHEDULES
4.1
Subsidiaries
| ● |
Koligo Therapeutics, Inc |
| ● |
Orgenesis CA, Inc |
| ● |
Orgenesis Belgium SRL. On January 17, 2025, following the inability of the Belgian subsidiaries to pay employee payroll expenses and accounts payable, the Liège Business Court has issued a declaratory judgment of bankruptcy. |
| ● |
Orgenesis Switzerland Sarl, |
| ● |
MIDA Biotech BV |
| ● |
Orgenesis Italy |
| ● |
Orgenesis Ltd |
| ● |
Orgenesis Austria GmbH |
| ● |
Octomera LLC |
| ● |
Orgenesis Maryland LLC |
| ● |
Tissue Genesis International LLC |
| ● |
Orgenesis Services SRL. On January 17, 2025, following the inability of the Belgian subsidiaries to pay employee payroll expenses and accounts payable, the Liège Business Court has issued a declaratory judgment of bankruptcy. |
| ● |
Orgenesis Germany GmbH. |
| ● |
Theracell Laboratories |
| ● |
ORGS POC CA Inc |
| ● |
Octo Services LLC. |
| ● |
CellVira LLC (Maryland Company) |
During
2024, liquidation activities at three Octomera subsidiaries commenced. These subsidiaries are Orgenesis Korea Co. Ltd, Orgenesis Biotech
Israel Ltd., and Orgenesis Australia PTY LTD
4.9
Potential legal dispute with Germfree in regards to Asset Purchase and Strategic Collaboration Agreement .Both parties dispute payments
under the agreement and compliance with the terms of the agreement.
4.9.
Murray Bacal right to have Orgenesis register 50,000 shares of Orgenesis stock Joseph Maganize right to have Orgenesis register
50,000 shares of Orgenesis stock (subject to reasonable commercial terms)
Exhibit 10.2
REGISTRATION
RIGHTS AGREEMENT
REGISTRATION
RIGHTS AGREEMENT (this “Agreement”), dated as of January 22, 2024 (the “Execution Date”), is
entered into by and between Orgenesis Inc., a Nevada corporation (the “Company”), and Williamsburg Venture
Holdings, LLC, a Nevada limited liability company (together with its permitted assigns, the “Buyer”). Capitalized
terms used herein and not otherwise defined herein shall have the respective meanings set forth in that certain Equity Purchase Agreement
by and between the parties hereto, dated as of the Execution Date (as amended, restated, supplemented or otherwise modified from time
to time, the “Purchase Agreement”).
WHEREAS:
The
Company has agreed, upon the terms and subject to the conditions of the Purchase Agreement, to sell to the Buyer up to Five Million Dollars
($5,000,000.00) of Put Shares, and to induce the Buyer to enter into the Purchase Agreement, the Company has agreed to provide certain
registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor
statute (collectively, the “Securities Act”), and applicable state securities laws.
NOW,
THEREFORE, in consideration of the promises and the mutual covenants contained herein and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Company and the Buyer hereby agree as follows:
1.
DEFINITIONS.
As
used in this Agreement, the following terms shall have the following meanings:
a. “Investor”
means the Buyer, any transferee or assignee thereof to whom the Buyer assigns its rights under this Agreement in accordance with Section
9 and who agrees to become bound by the provisions of this Agreement, and any transferee or assignee thereof to whom a
transferee or assignee assigns its rights under this Agreement in accordance with Section 9 and who agrees to become bound by
the provisions of this Agreement.
b. “Person”
means any individual or entity including but not limited to any corporation, a limited liability company, an association, a
partnership, an organization, a business, an individual, a governmental or political subdivision thereof or a governmental
agency.
c. “Register,”
“Registered,” and “Registration” refer to a registration effected by preparing and filing one
or more registration statements of the Company in compliance with the Securities Act and/or pursuant to Rule 415 under the
Securities Act or any successor rule providing for the offering of securities on a continuous basis (“Rule 415”),
and the declaration or ordering of effectiveness of such registration statement(s) by the United States Securities and Exchange
Commission (the “SEC”).
d. “Registrable
Securities” means all of the (i) Commitment Shares, (ii) Put Shares which have been, or which may, from time to time be
issued, including without limitation all of the shares of Common Stock which have been issued or will be issued to the Investor
under the Purchase Agreement (without regard to any limitation or restriction on purchases), (iii) any and all shares of capital
stock issued or issuable with respect to each of the Transaction Documents, and (iv) any and all shares of capital stock issued or
issuable with respect to the Put Shares, Commitment Shares and the Purchase Agreement as a result of any stock split, stock
dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitation on purchases under the Purchase
Agreement.
e.
“Registration
Statement” means one or more registration statements of the Company on Form S-1 covering only the resale of the
Registrable Securities including the Initial Registration Statement and any New Registration Statement or Other Registration
Statement (each as defined herein).
2.
REGISTRATION.
a. Mandatory
Registration. The Company shall, as soon as practical but no later than May 31, 2025, file with the SEC an initial Registration
Statement on Form S-1 covering the maximum number of Registrable Securities as shall be permitted to be included thereon in
accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by
the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed
prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel (the
“Initial Registration Statement”). The Initial Registration Statement shall register only Registrable Securities.
The Company shall use its commercially reasonable best efforts to have the Initial Registration Statement and any amendment thereto
declared effective by the SEC at the earliest practicable date.
b. Rule
424 Prospectus. In addition to the Initial Registration Statement, the Company shall, as required by applicable securities
regulations, from time to time file with the SEC, pursuant to Rule 424 promulgated under the Securities Act, such prospectuses and
prospectus supplements, if any, to be used in connection with sales of the Registrable Securities under each Registration Statement.
The Investor and its counsel shall have a reasonable opportunity to review and comment upon such prospectuses prior to its filing
with the SEC, and the Company shall give due consideration to all such comments. The Investor shall use its reasonable best efforts
to comment upon any prospectus within two (2) business days from the date the Investor receives the final pre-filing version of such
prospectus.
Sufficient
Number of Shares Registered. In the event the number of shares available under the Initial Registration Statement is insufficient
to cover all of the Registrable Securities, the Company shall amend the Initial Registration Statement or file a new Registration Statement
(a “New Registration Statement”), so as to cover all of such Registrable Securities (subject to the limitations set
forth in Section 2(e)) as soon as practicable, but in any event not later than ten (10) business days after the necessity therefor
arises, subject to any limits that may be imposed by the SEC pursuant to Rule 415 under the Securities Act. The Company shall use its
reasonable best efforts to cause such amendment and/or New Registration Statement to become effective as soon as practicable following
the filing thereof. In the event that any of the Registrable Securities are not included in the Initial Registration Statement, or have
not been included in any New Registration Statement, and the Company files any other registration statement under the Securities Act
(other than on Form S-4, Form S-8, or with respect to other employee related plans or rights offerings) (an “Other Registration
Statement”), then the Company shall include in such Other Registration Statement first all of such Registrable Securities that
have not been previously Registered, and second any other securities the Company wishes to include in such Other Registration Statement.
The Company agrees that it shall not file any such Other Registration Statement unless all of the Registrable Securities have been included
in such Other Registration Statement or otherwise have been Registered for resale as described above.
e. Effectiveness.
The Investor and its counsel shall have a reasonable opportunity to review and comment upon any Registration Statement and any
amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company
shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the
Company for inclusion therein. The Company shall use commercially reasonable best efforts to keep all Registration Statements
effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by
the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the
Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities Act
without any restrictions (including any restrictions under Rule 144(c) or Rule 144(i)), (ii) the date on which the Investor shall
have sold all the Registrable Securities covered thereby and no Put Shares remain issuable under the Purchase Agreement and (iii)
the date on which the Purchase Agreement is terminated and the Registrable Securities issued to the Investor may be sold without
restriction pursuant to Rule 144 promulgated under the Securities Act without restriction (the “Registration
Period”). In the event that any Registration Statement filed hereunder is no longer effective and Rule 144 is available
for resales of the Registrable Securities, the Company shall provide an opinion upon request of the Investor that the Investor may
sell any such Registrable Securities held by the Investor pursuant to Rule 144 with all costs related to such opinion to be borne by
the Company. Each Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall
not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to
make the statements therein, in light of the circumstances in which they were made, not misleading.
f. Offering.
If the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration
Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration
Statement to become or remain effective and be used for resales by the Investor under Rule 415 at then- prevailing market prices
(and not fixed prices) by comment letter or otherwise, or if after the filing of the Initial Registration Statement with the SEC
pursuant to Section 2(a), the Company is otherwise required by the Staff or the SEC to reduce the number of Registrable
Securities included in such initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be
included in such Initial Registration Statement on a pro rata basis among holders of Registrable Securities until such time as the
Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. In the event of any
reduction in Registrable Securities pursuant to this paragraph, the Company shall file one or more New Registration Statements in
accordance with Section 2(c) until such time as all Registrable Securities that have actually been issued and are not
otherwise eligible for legend removal under Rule 144 of the Securities Act or otherwise have been included in Registration
Statements that have been declared effective and the prospectus contained therein is available for use by the Investor.
Notwithstanding any provision herein or in the Purchase Agreement to the contrary, the Company’s obligations to register
Registrable Securities (and any related conditions to the Investor’s obligations) shall be qualified as necessary to comport
with any requirement of the SEC or the Staff as addressed in this Section 2(e).
3. RELATED
OBLIGATIONS.
With
respect to a Registration Statement and whenever any Registrable Securities are to be Registered pursuant to Section 2, including
on any Other Registration Statement, the Company shall use its reasonable efforts to effect the registration of the Registrable Securities
in accordance with the intended method of disposition thereof and, pursuant thereto, the Company shall have the following obligations:
a. The
Company shall prepare and file with the SEC such amendments (including post-effective amendments on Form S-1) and supplements to any
Registration Statement and any Other Registration Statement and the prospectus used in connection with such Registration Statement
and Other Registration Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under the Securities Act, as may
be necessary to keep the Registration Statement effective at all times during the Registration Period, and, during such period,
comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Company
covered by the Registration Statement or applicable Other Registration Statement until such time as all of such Registrable
Securities shall have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as
set forth in such registration statement.
b. The
Company shall permit the Investor to review and comment upon each Registration Statement or any Other Registration Statement and all
amendments and supplements thereto at least two (2) business days prior to their filing (that includes Registrable Securities
issuable to the Investor) with the SEC, and not file any document in a form to which Investor reasonably objects. The Investor shall
use its reasonable best efforts to comment upon the Registration Statement or any such Other Registration Statement and any
amendments or supplements thereto within two (2) business days from the date the Investor receives the final version thereof. The
Company shall furnish to the Investor, without charge, and within one (1) Business Day, any comments and/or any other correspondence
from the SEC or the Staff to the Company or its representatives relating to the Registration Statement or such Other Registration
Statement. The Company shall respond to the SEC or the Staff, as applicable, regarding the resolution of any such comments and/or
correspondence as promptly as practicable and in any event within two weeks upon receipt thereof.
Upon
request of the Investor, the Company shall furnish to the Investor, (i) promptly after the same is prepared and filed with the SEC, at
least one copy of such Registration Statement and any amendment(s) thereto, including financial statements and schedules, all documents
incorporated therein by reference and all exhibits, (ii) upon the effectiveness of any Registration Statement, a copy of the prospectus
included in such Registration Statement and all amendments and supplements thereto (or such other number of copies as the Investor may
reasonably request) and (iii) such other documents, including copies of any preliminary or final prospectus, as the Investor may reasonably
request from time to time in order to facilitate the disposition of the Registrable Securities owned by the Investor. For the avoidance
of doubt, any filing available to the Investor via the SEC’s live EDGAR system shall be deemed “furnished to the Investor”
hereunder.
c. The
Company shall use reasonable efforts to (i) register and qualify the Registrable Securities covered by a Registration Statement
under such other securities or “blue sky” laws of Nevada, New York and such other jurisdictions in the United States as
the Investor reasonably requests, (ii) prepare and file in those jurisdictions, such amendments (including post-effective
amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof
during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualifications
in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify
the Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection
therewith or as a condition thereto to (x) qualify to do business in any jurisdiction where it would not otherwise be required to
qualify but for this Section 3(d), (y) subject itself to general taxation in any such jurisdiction, or (z) file a general
consent to service of process in any such jurisdiction. The Company shall promptly notify the Investor who holds Registrable
Securities of the receipt by the Company of any notification with respect to the suspension of the registration or qualification of
any of the Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction in the United
States or its receipt of actual notice of the initiation or threatening of any proceeding for such purpose.
d. As
promptly as practicable after becoming aware of such event or facts, the Company shall notify the Investor in writing of the
happening of any event or existence of such facts as a result of which the prospectus included in any Registration Statement, as
then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and promptly
prepare a supplement or amendment to such Registration Statement to correct such untrue statement or omission, and deliver a copy of
such supplement or amendment to the Investor (or such other number of copies as the Investor may reasonably request). The Company
shall also promptly notify the Investor in writing (i) when a prospectus or any prospectus supplement or post-effective amendment
has been filed, and when a Registration Statement or any post-effective amendment thereto has become effective (notification of such
effectiveness shall be delivered to the Investor by email or facsimile on the same day of such effectiveness and by overnight mail),
(ii) of any request by the SEC for amendments or supplements to any Registration Statement or related prospectus or related
information, and (iii) of the Company’s reasonable determination that a post-effective amendment to a Registration Statement
would be appropriate.
e. The
Company shall use its reasonable efforts to prevent the issuance of any stop order or other suspension of effectiveness of any
registration statement, or the suspension of the qualification of any Registrable Securities for sale in any jurisdiction and, if
such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and to
notify the Investor of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or
threat of any proceeding for such purpose. In addition, if the Company shall receive any comment letter from the SEC relating to any
Registration Statement under which Registrable Securities are Registered, the Company shall notify the Investor of the issuance of
such order and use its best efforts to address such comments in a manner satisfactory to the SEC.
f. The
Company shall (i) cause all the Registrable Securities to be listed on each securities exchange on which securities of the same
class or series issued by the Company are then listed, if any, if the listing of such Registrable Securities is then permitted under
the rules of such exchange, or (ii) secure designation and quotation of all the Registrable Securities on the Principal Market. The
Company shall pay all fees and expenses in connection with satisfying its obligation under this Section.
g. The
Company shall cooperate with the Investor to facilitate the timely preparation and delivery of DWAC Shares representing the
Registrable Securities to be offered pursuant to any Registration Statement. “DWAC Shares” means shares of Common
Stock that are (i) issued in electronic form, (ii) freely tradable and transferable and without restriction on resale and (iii)
timely credited by the Company to the Investor’s or its designee’s specified DWAC account with The Depository Trust
Company (“DTC”) under the DTC/FAST Program, or any similar program hereafter adopted by DTC performing
substantially the same function.
h. The
Company shall at all times maintain the services of its Transfer Agent and registrar with respect to its Common Stock.
i. If
reasonably requested by the Investor, the Company shall (i) immediately incorporate in a prospectus supplement or post-effective
amendment such information as the Investor believes should be included therein relating to the sale and distribution of Registrable
Securities, including, without limitation, information with respect to the number of Registrable Securities being sold, the purchase
price being paid therefor and any other terms of the offering of the Registrable Securities; (ii) make all required filings of such
prospectus supplement or post-effective amendment as soon as practicable upon notification of the matters to be incorporated in such
prospectus supplement or post-effective amendment; and (iii) supplement or make amendments to any Registration Statement.
j. The
Company shall use its reasonable efforts to cause the Registrable Securities covered by any Registration Statement to be registered
with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition of such
Registrable Securities.
k. Within
one (1) Business Day after any Registration Statement which includes Registrable Securities is ordered effective by the SEC, or any
prospectus supplement or post-effective amendment including Registrable Securities is filed with the SEC, the Company shall deliver,
and shall cause legal counsel for the Company to deliver, to the Transfer Agent for such Registrable Securities (with copies to the
Investor) confirmation that such Registration Statement has been declared effective by the SEC in the form attached hereto as Exhibit
A. Thereafter, if requested by the Investor at any time, the Company shall require its counsel to deliver to the Investor a
written confirmation whether or not (i) the effectiveness of such Registration Statement has lapsed at any time for any reason
(including, without limitation, the issuance of a stop order) (ii) any comment letter has been issued by the SEC and (iii) whether
or not the Registration Statement is current and available to the Investor for sale of all of the Registrable Securities.
l. The
Company shall take all other reasonable actions necessary to expedite and facilitate disposition by the Investor of Registrable
Securities pursuant to any Registration Statement.
4.
OBLIGATIONS OF THE
INVESTOR.
a. The
Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection with
any Registration Statement hereunder. The Investor shall furnish to the Company such information regarding itself, the Registrable
Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably
required to effect the registration of such Registrable Securities and shall execute such documents in connection with such
registration as the Company may reasonably request. Notwithstanding the foregoing, the Registration Statement shall contain the
“Selling Stockholder” and “Plan of Distribution” sections, each in substantially the form provided to the
Company by the Investor.
b. The
Investor agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing
of any Registration Statement hereunder.
c. The
Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind
described in Section 3(f) or the first sentence of Section 3(e), the Investor will immediately discontinue disposition
of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until withdrawal of a stop
order contemplated by Section 3(f) or the Investor’s receipt of the copies of the supplemented or amended prospectus
contemplated by Section 3(e). Notwithstanding anything to the contrary, the Company shall cause its Transfer Agent to
promptly issue DWAC Shares in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable
Securities with respect to which an Investor has entered into a contract for sale prior to the Investor’s receipt of a notice
from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of Section
3(e) and for which the Investor has not yet settled.
5.
EXPENSES OF REGISTRATION.
All
reasonable expenses, other than sales or brokerage commissions, incurred in connection with registrations, filings or qualifications
pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees, printers
and accounting fees, and fees and disbursements of counsel for the Company, shall be paid by the Company.
6. INDEMNIFICATION.
a. To
the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor, each
Person, if any, who controls or is under common control with the Investor, the members, the directors, officers, partners,
employees, agents, representatives of the Investor and each Person, if any, who is an “affiliate” of the Investor within
the meaning of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (each,
an “Indemnified Person”), against any losses, claims, damages, liabilities, judgments, fines, penalties, charges,
costs, attorneys’ fees, amounts paid in settlement or expenses, joint or several, (collectively, “Claims”)
incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from
the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or
threatened, whether or not an Indemnified Person is or may be a party thereto (“Indemnified Damages”), to which
any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect
thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in a Registration
Statement, any Other Registration Statement or any post-effective amendment thereto or in any filing made in connection with the
qualification of the offering under the securities or other “blue sky” laws of any jurisdiction in which Registrable
Securities are offered (“Blue Sky Filing”), or the omission or alleged omission to state a material fact required
to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue
statement of a material fact contained in the final prospectus (as amended or supplemented, if the Company files any amendment
thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make
the statements made therein, in light of the circumstances under which the statements therein were made, not misleading, (iii) any
violation or alleged violation by the Company of the Securities Act, the Exchange Act, any other law, including, without limitation,
any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant
to a Registration Statement or any Other Registration Statement or (iv) any material violation by the Company of this Agreement (the
matters in the foregoing clauses (i) through (iv) being, collectively, “Violations”). The Company shall reimburse
each Indemnified Person promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other
reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to the
contrary contained herein, the indemnification agreement contained in this Section 6(a): (i) shall not apply to a Claim by an
Indemnified Person arising out of or based upon a Violation which occurs in reliance upon and in conformity with information about
the Investor furnished in writing to the Company by such Indemnified Person expressly for use in connection with the preparation of
a Registration Statement, any Other Registration Statement or any such amendment thereof or supplement thereto, if such prospectus
was timely made available by the Company pursuant to Section 3(c) or Section 3(e); (ii) with respect to any superseded
prospectus, shall not inure to the benefit of any such person from whom the person asserting any such Claim purchased the
Registrable Securities that are the subject thereof (or to the benefit of any person controlling such person) if the untrue
statement or omission of material fact contained in the superseded prospectus was corrected in the revised prospectus, as then
amended or supplemented, if such revised prospectus was timely made available by the Company pursuant to Section 3(c) or Section
3(e), and the Indemnified Person was promptly advised in writing not to use the incorrect prospectus prior to the use giving
rise to a violation and such Indemnified Person, notwithstanding such advice, used it; (iii) shall not be available to the extent
such Claim is based on a failure of the Investor to deliver or to cause to be delivered the prospectus made available by the
Company, if such prospectus was timely made available by the Company pursuant to Section 3(c) or Section 3(e); and
(iv) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of
the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of
any investigation made by or on behalf of the Indemnified Person and shall survive the transfer of the Registrable Securities by the
Investor pursuant to Section 9.
b. Promptly
after receipt by an Indemnified Person under this Section 6 of notice of the commencement of any action or proceeding
(including any governmental action or proceeding) involving a Claim, such Indemnified Person shall, if a Claim in respect thereof is
to be made against the Company under this Section 6, deliver to the Company a written notice of the commencement thereof, and
the Company shall have the right to participate in, and, to the extent the Company so desires, to assume control of the defense
thereof with counsel mutually satisfactory to the Company and to the Indemnified Person; provided, however, that an Indemnified
Person shall have the right to retain its own counsel with the fees and expenses to be paid by the Company, if, in the reasonable
opinion of counsel retained by the Company, the representation by such counsel of the Indemnified Person and the Company would be
inappropriate due to actual or potential differing interests between such Indemnified Person and any other party represented by such
counsel in such proceeding. The Indemnified Person shall cooperate fully with the Company in connection with any negotiation or
defense of any such action or Claim by the Company and shall furnish to the Company all information reasonably available to the
Indemnified Person which relates to such action or Claim. The indemnifying party shall keep the Indemnified Person fully apprised at
all times as to the status of the defense or any settlement negotiations with respect thereto. The Company shall not be liable for
any settlement of any action, Claim or proceeding effectuated without its written consent, provided, however, that the Company shall
not unreasonably withhold, delay or condition its consent. The Company shall not, without the consent of the Indemnified Person,
consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term
thereof the giving by the claimant or plaintiff to such Indemnified Person of a release from all liability in respect to such Claim
or litigation. Following indemnification as provided for hereunder, the Company shall be subrogated to all rights of the Indemnified
Person with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The
failure to deliver written notice to the Company within a reasonable time of the commencement of any such action shall not relieve
the Company of any liability to the Indemnified Person under this Section 6, except to the extent that the Company is
prejudiced in its ability to defend such action.
c. The
indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the
investigation or defense, as and when bills are received or Indemnified Damages are incurred.
d. The
indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Person
against the Company or others, and (ii) any liabilities the Company may be subject to pursuant to the law.
7.
CONTRIBUTION.
To
the extent any indemnification by the Company is prohibited or limited by law, the Company agrees to make the maximum contribution with
respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided,
however, that: (i) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any seller of Registrable Securities who was not guilty of fraudulent misrepresentation;
and (ii) contribution by any seller of Registrable Securities shall be limited to the amount of proceeds received from the Registrable
Securities.
8.
REPORTS AND DISCLOSURE UNDER THE SECURITIES ACTS.
With
a view to making available to the Investor the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or
regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule
144”), the Company agrees, at the Company’s sole expense, to:
a. make
and keep “current public information” available, as such term is understood and defined in Rule 144;
b. file
with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange
Act;
c. furnish
to the Investor so long as the Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company
that it has complied with the reporting and or disclosure provisions of Rule 144, the Securities Act and the Exchange Act, (ii) a
copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and
(iii) such other information as may be reasonably requested to permit the Investor to sell such securities pursuant to Rule 144
without registration; and
d. take
such additional action as is requested by the Investor to enable the Investor to sell the Registrable Securities pursuant to Rule
144, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to the
Company’s Transfer Agent as may be requested from time to time by the Investor at the Company’s expense and otherwise
fully cooperate with Investor and Investor’s broker to effect such sale of securities pursuant to Rule 144.
The
Company agrees that damages may be an inadequate remedy for any breach of the terms and provisions of this Section 8 and that
Investor shall, whether or not it is pursuing any remedies at law, be entitled to equitable relief in the form of a preliminary or permanent
injunctions, without having to post any bond or other security, upon any breach or threatened breach of any such terms or provisions.
9. ASSIGNMENT OF REGISTRATION RIGHTS.
The
Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Buyer, or any
Investor as assignee pursuant to this Section 9. The Buyer, or any Investor, may not assign its rights under this Agreement without
the written consent of the Company other than to an affiliate of such Investor.
10. AMENDMENT OF REGISTRATION RIGHTS.
No
provision of this Agreement may be (i) amended other than by a written instrument signed by both parties hereto or (ii) waived other
than in a written instrument signed by the party against whom enforcement of such waiver is sought. Failure of any party to exercise
any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a
waiver thereof.
11. MISCELLANEOUS.
a. A
Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable
Securities. If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the same
Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from the registered owner
of such Registrable Securities.
b. Any
notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in
writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by
email (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or
(iii) one (1) Business Day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to
the party to receive the same. The addresses for such communications shall be:
If
to the Company:
Orgenesis,
Inc.
20271
Goldenrod Lane
Germantown,
MD 20876
Email:
victor.m@orgenesis.com
Attention:
Victor Miller, CFO
If
to the Investor:
Williamsburg
Venture Holdings, LLC
401
Ryland St Ste 200-A
Reno,
NV 89502
E-mail:
rg@williamsburg.ventures
Attention:
Ronald Glenn, Managing Member
or
at such other address and/or email address and/or to the attention of such other person as the recipient party has specified by written
notice given to each other party three (3) business days prior to the effectiveness of such change. Written confirmation of receipt (A)
given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s
email account containing the time, date, recipient email address, as applicable, and an image of the first page of such transmission
or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by email
or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.
c. All
questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws
of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New
York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York.
d. Any
disputes, claims, or controversies hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein
shall be referred to and resolved solely and exclusively by binding arbitration to be conducted before the Judicial Arbitration and Mediation
Service (“JAMS”), or its successor pursuant the expedited procedures set forth in the JAMS Comprehensive Arbitration
Rules and Procedures (the “Rules”), including Rules 16.1 and 16.2 of those Rules. The arbitration shall be held in
New York, New York, before a tribunal consisting of three (3) arbitrators each of whom will be selected in accordance with the "strike
and rank" methodology set forth in Rule 15. Either party to this Agreement may, without waiving any remedy under this Agreement,
seek from any federal or state court sitting in the State of New York any interim or provisional relief that is necessary to protect
the rights or property of that party, pending the establishment of the arbitral tribunal. The costs and expenses of such arbitration
shall be paid by and be the sole responsibility of the Company, including but not limited to the Holder’s attorneys’ fees
and each arbitrator’s fees. The arbitrators' decision must set forth a reasoned basis for any award of damages or finding of liability.
The arbitrators' decision and award will be made and delivered as soon as reasonably possibly and in any case within sixty (60) days'
following the conclusion of the arbitration hearing and shall be final and binding on the parties and may be entered by any court having
jurisdiction thereof.
e. If
any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not
affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any
provision of this Agreement in any other jurisdiction.
f. EACH
PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER
OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.
g. This
Agreement and the Purchase Agreement constitute the entire agreement among the parties hereto with respect to the subject matter
hereof and thereof. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to
herein and therein. This Agreement and the Purchase Agreement supersede all prior agreements and understandings among the parties
hereto with respect to the subject matter hereof and thereof.
h. Subject
to the requirements of Section 9, this Agreement shall inure to the benefit of and be binding upon the successors and
permitted assigns of each of the parties hereto.
i. The
headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning
hereof.
j. This
Agreement may be executed in identical counterparts, each of which shall be deemed an original but all of which shall constitute one
and the same agreement. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile
transmission or by e-mail in a “.pdf” format data file of a copy of this Agreement bearing the signature of the party so
delivering this Agreement.
k. Each
party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all
such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the
intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.
l. The
language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rules
of strict construction will be applied against any party.
m. This
Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns, and is not for
the benefit of, nor may any provision hereof be enforced by, any other Person.
*
* * * * *
IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the Execution Date.
| |
THE COMPANY:
|
| |
|
| |
Orgenesis
Inc |
| |
|
| |
By: |
|
| |
Name: |
Victor
Miller |
| |
Title: |
Chief
Financial Officer |
| |
|
|
| |
BUYER:
|
| |
|
| |
Williamsburg
Venture Holdings, LLC |
| |
|
|
| |
By: |
|
| |
Name: |
Ronald
Glenn |
| |
Title: |
Managing
Member |
EXHIBIT
A
TO
REGISTRATION RIGHTS AGREEMENT
FORM
OF NOTICE OF EFFECTIVENESS
OF REGISTRATION STATEMENT
December
13, 2024
Securities
Transfer Corporation
2901
Dallas Pkwy Suite 380, Plano, TX 75093
Re:
EFFECTIVENESS OF REGISTRATION STATEMENT
Ladies
and Gentlemen:
We
are counsel to Orgenesis Inc a Nevada corporation (the “Company”), and have represented the Company in connection
with that certain Equity Purchase Agreement, dated as of December 11, 2024 (the “Purchase Agreement”), entered into
by and between the Company and Williamsburg Venture Holdings, LLC (the “Buyer”) pursuant to which the Company has
agreed to issue to the Buyer shares of the Company’s Common Stock, $0.0001 par value (the “Common Stock”), in
an amount up to Five Million Dollars ($5,000,000.00) (the “Put Shares”), in accordance with the terms of the Purchase
Agreement. In connection with the transactions contemplated by the Purchase Agreement, the Company has registered with the U.S. Securities
& Exchange Commission the following shares of Common Stock:
(1) Put
Shares to be issued to the Buyer upon purchase from the Company by the Buyer from time to time in accordance with the Purchase
Agreement; and
(2)
168,182 Commitment Shares which were issued to the Buyer pursuant to the Purchase Agreement.
Pursuant
to the Purchase Agreement, the Company also has entered into a Registration Rights Agreement, of even date with the Purchase Agreement
with the Buyer (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to
register the Put Shares and the Commitment Shares under the Securities Act of 1933, as amended (the “Securities Act”).
In connection with the Company’s obligations under the Purchase Agreement and the Registration Rights Agreement, on December 13,
2024, the Company filed a Registration Statement (File No. 333-[ ]) (the “Registration Statement”) with
the Securities and Exchange Commission (the “SEC”) relating to the resale of the Put Shares and the Commitment Shares.
In
connection with the foregoing, we advise you that a member of the SEC’s staff has advised us by telephone that the SEC has entered
an order declaring the Registration Statement effective under the Securities Act at [ ] [A.M./P.M.] on [ ], 2021 and we
have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has
been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Put Shares are available for
resale under the Securities Act pursuant to the Registration Statement and may be issued without any restrictive legend.
| |
|
Very
truly yours,
[Company
Counsel] |
| |
|
|
| |
|
By: |
|
| |
|
|
| |
|
|
| cc: |
Williamsburg
Venture Holdings, LLC |
|
Exhibit 99.1
Orgenesis Secures Up to $5 Million Equity Investment
from Williamsburg Venture Holdings
Funding Aimed at Accelerating Rollout of Decentralized
CGT Platform
GERMANTOWN, MD – January 28, 2025 –
Orgenesis Inc. (OTCQX: ORGS) (“Orgenesis” or the “Company”), a global biotech company working to unlock
the full potential of cell and gene therapies (CGT) in order to improve access and outcomes in healthcare, today
announced that it has concluded an agreement for an equity line of credit of up to $5 million from Williamsburg Venture Holdings, LLC,
a Nevada-based family office.
Under the terms
of the agreement, Orgenesis will receive $750,000 upon the effectiveness of a registration statement to be filed with the U.S. Securities
and Exchange Commission. According to the terms of the agreement, the remaining $4.25 million will be made available over the next 24
months, providing Orgenesis with the flexibility to draw on funding as needed to advance its initiatives.
Vered Caplan,
CEO of Orgenesis, commented, “We are deeply appreciative of Williamsburg Venture Holdings’ confidence in Orgenesis and their
commitment to support the continued growth of our business. This strategic investment aligns with our mission to bring innovative CGT
solutions to market by leveraging our proprietary POCare platform. These additional resources will aid in accelerating the development
and commercialization of our pipeline, furthering our vision of democratizing access to life-saving therapies.”
The per share
purchase price for the put shares shall be 90% of the market price defined as the average of the two (2) lowest Volume-Weighted Average
Price (VWAP) for the five (5) consecutive trading days immediately preceding the relevant date. At the Company’s option, under an
accelerated purchase notice, the Company may deliver a put notice by 11:00 AM on a particular day with a per share purchase price that
would be the lowest traded price on that day.
Additional details
regarding the equity investment are available in the Company’s Form 8-K, which has been filed with the U.S. Securities and Exchange
Commission.
About Orgenesis
Orgenesis is a global biotech company that has been
committed to unlocking the potential of cell and gene therapies (CGTs) since 2012 as well as a paradigm-shifting decentralized approach
to processing since 2020. This new model allows Orgenesis to bring academia, hospitals, and industry together to make these essential
therapies a reality sooner rather than later. Orgenesis is focusing on advancing its CGTs toward eventual commercialization while partnering
with key industry stakeholders to provide a rapid, globally harmonized pathway for these therapies to reach and treat a larger number
of patients more cost-effectively and with better outcomes through great science and decentralized production. Additional information
about the Company is available at: www.orgenesis.com.
Notice Regarding Forward-Looking Statements
This press release contains forward-looking statements,
which are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities and Exchange Act of 1934, as amended. These forward-looking statements involve substantial uncertainties and risks and are
based upon our current expectations, estimates, and projections and reflect our beliefs and assumptions based on information available
to us as of the date of this release. Forward-looking statements include, but are not limited to, statements regarding the potential impact
of the equity investment, the development and commercialization of our POCare platform, our pipeline, and our decentralized CGT platform.
We caution readers that forward-looking statements are predictions based on our current expectations about future events and are not guarantees
of future performance. Actual results, performance, or achievements may differ materially from those expressed or implied in the forward-looking
statements due to various factors, including, but not limited to, our reliance on our point-of-care cell therapy platform, our ability
to achieve and maintain profitability, outcomes of clinical trials, timing of clinical trial completions, the potential uses of our product
candidates, our ability to manage potential disruptions, sufficiency of working capital, and the risks and uncertainties discussed under
the heading “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and other
filings with the U.S. Securities and Exchange Commission. We undertake no obligation to revise or update any forward-looking statements
for any reason.
IR contact for Orgenesis:
Crescendo Communications, LLC
Tel: 212-671-1021
Orgs@crescendo-ir.com
v3.24.4
| X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
| Name: |
dei_AmendmentFlag |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
| Name: |
dei_DocumentPeriodEndDate |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:dateItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
| Name: |
dei_DocumentType |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:submissionTypeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
| Name: |
dei_EntityAddressAddressLine1 |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- Definition
+ References
+ Details
| Name: |
dei_EntityAddressCityOrTown |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCode for the postal or zip code
| Name: |
dei_EntityAddressPostalZipCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the state or province.
| Name: |
dei_EntityAddressStateOrProvince |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:stateOrProvinceItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityCentralIndexKey |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:centralIndexKeyItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionIndicate if registrant meets the emerging growth company criteria. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityEmergingGrowthCompany |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
| Name: |
dei_EntityFileNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:fileNumberItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
| Name: |
dei_EntityIncorporationStateCountryCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarStateCountryItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityRegistrantName |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityTaxIdentificationNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:employerIdItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionLocal phone number for entity.
| Name: |
dei_LocalPhoneNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
| Name: |
dei_PreCommencementIssuerTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| Name: |
dei_PreCommencementTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTitle of a 12(b) registered security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
| Name: |
dei_Security12bTitle |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:securityTitleItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
| Name: |
dei_TradingSymbol |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:tradingSymbolItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
Innovator Ibd Breakout O... (AMEX:BOUT)
Historical Stock Chart
Von Jan 2025 bis Feb 2025
Innovator Ibd Breakout O... (AMEX:BOUT)
Historical Stock Chart
Von Feb 2024 bis Feb 2025
